Recommended Offer for Green Compliance plc

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

30 July 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

The board of directors of APC Technology Group PLC and Green Compliance plc are pleased to announce the terms of a merger between APC and Green Compliance to be implemented by means of a scheme of arrangement whereby APC will acquire the entire issued and to be issued share capital of Green Compliance.

SUMMARY AND HIGHLIGHTS:

· Under the Offer, all Green Compliance Shareholders will be entitled to receive:

For each 71 Scheme Shares : 2 New APC Shares

· The Offer values the entire existing issued share capital of Green Compliance at approximately £4.76 million (based on the Closing Price of 35.50p per APC Share on 29 July 2014, being the last Business Day prior to this announcement) representing an offer price of 1.00p per Green Compliance Share.

· The Offer represents:

o a discount of approximately 25.93 per cent. to the Closing Price of 1.35p per Green Compliance Share on 29 July 2014, the last Business Day prior to the date of this announcement;

o a discount of approximately 36.17 per cent. to the average Closing Price for Green Compliance Shares of 1.57p over the three month period ended on and including 29 July 2014; and

o an equivalent price to that at which certain Green Compliance Shareholders invested in September 2013 at the time of Green Compliance's financial restructuring.

· Green Compliance Shareholders should note that the value of the consideration that they will ultimately receive (once the Scheme is implemented and becomes effective in accordance with its terms) will depend upon the market value of the New APC Shares received by them following the Effective Date, and this value may vary, as APC is a listed company whose shares are admitted to trading on AIM.

· It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act. The Offer requires the approval of Relevant Shareholders and the Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and sanction of the Court.

· The implementation of the Offer and alteration of the Articles in connection with the Scheme is subject to approval by Green Compliance Shareholders of the Special Resolution.

· The Offer is also subject to the approval by APC Shareholders of certain resolutions at the APC General Meeting to approve the issue of New APC Shares as consideration under the Offer.

· The Enlarged Group will be led by the current APC Board and it is currently anticipated that certain Green Compliance Directors will join the board of the Enlarged Group on the Scheme becoming effective.

· The Green Compliance Directors, who have been so advised by N+1 Singer, Green Compliance's nominated and financial adviser, consider the terms of the Offer to be fair and reasonable and in the best interests of Green Compliance Shareholders. Accordingly, the Green Compliance Directors unanimously recommend that Green Compliance Shareholders vote in favour of the Resolutions to give effect to the Offer, as the Green Compliance Directors have irrevocably so undertaken to do in respect of their beneficial holdings of, in aggregate, 35,545,576 Green Compliance Shares representing approximately 7.47 per cent. of the existing issued ordinary share capital of Green Compliance. In providing its advice to the Green Compliance Board, N+1 Singer has taken into account the commercial assessments of the Green Compliance Directors.

· APC has also received irrevocable undertakings from certain institutional Green Compliance Shareholders (who are listed in Appendix III to this announcement) 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 136,531,666 Green Compliance Shares, representing approximately 28.69 per cent. of the existing issued share capital of Green Compliance.

· APC has therefore received irrevocable undertakings to vote or procure the vote in favour of the Resolutions over, in aggregate, 172,077,242 Green Compliance Shares, representing approximately 36.16 per cent. of the existing issued ordinary share capital of Green Compliance, as at the date of this announcement. Further details of these irrevocable undertakings are set out below and in Appendix III to this announcement.

· Irrevocable undertakings to vote in favour of the APC Resolution(s) at the APC General Meeting have been secured from the holders of, in aggregate, 29,077,170 APC Shares (including all members of the APC Board) representing approximately 49.66 per cent. of the APC Shares in issue as at the date of this announcement.

· Further details of the Offer and the Scheme will be contained in the Scheme Document which will be posted to Green Compliance Shareholders as soon as practicable and a circular containing notice of the APC General Meeting will also be sent together with a copy of the Scheme Document to APC Shareholders as soon as practicable.

· Further details of the effect of the Offer on holders of Green Compliance Options, Green Compliance Warrants and Green Compliance Loan Notes are set out below.

Commenting on the Offer on behalf of the APC Board, Mark Robinson, Chief Executive Officer of APC said:

"The acquisition of Green Compliance plc represents a significant step in APC's strategy to expand into the wider sustainability sector. APC's Board of Directors believes that the focus on the sustainability of water supply is increasing and that management of both energy and water consumption are increasingly being coupled within the responsibility of our customers' sustainability management teams. We expect that by joining forces with Green Compliance, the enlarged APC Group will have the advantage of delivering an increased range of sustainability products and services across a significantly expanded base of environmentally conscious customers."

Commenting on the Offer on behalf of Green Compliance, Bob Holt, Chairman and Chief Executive Officer of Green Compliance said:

"Following a period of significant reorganisation, the Group is now a focused, stable water hygiene and treatment business. We see opportunity for growth in the markets that we currently serve and additional opportunity developing as the sustainability of water supply becomes an increasingly high profile issue.

"We have already moved the business from being a market leading water hygiene and treatment business to a total water management business but as Directors we recognise that the further development of products and services for these markets may be restricted by the recent trading history of the Group and the restricted access it has to cost effective sources of capital to fund more aggressive growth.

"To that end we are excited by the potential acquisition of Green Compliance by APC which we believe will provide the Green Compliance Group's water business, its staff and its customers, with an enlarged platform on which it can grow."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. Implementation of the Scheme will be subject to the Conditions set out in Appendix I to this announcement and the further terms to be set out in the Scheme Document and the Forms of Proxy. Appendix II contains the sources of information and bases of calculations used in this announcement. Appendix III contains details of the irrevocable undertakings received by APC. Certain definitions apply throughout this announcement (including this summary) and your attention is drawn to Appendix IV at the end of this announcement where these definitions are set out in full.

Enquiries:

General

The Scheme Document, containing the full terms of the Offer, will be posted to Green Compliance Shareholders as soon as possible, but in any event, within 28 days of today's date. The Conditions to the Offer are set out in Appendix I to this announcement and, together with certain further terms of the Offer, will also be set out in full in the Scheme Document. In deciding whether to vote in favour of the Offer, Green Compliance Shareholders should only rely on the information contained in, and follow the procedures described in, the Scheme Document and the Forms of Proxy.

Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APC and no-one else in connection with the Offer and will not be responsible to anyone other than APC 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.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Green Compliance and no-one else in connection with the Offer and will not be responsible to anyone other than Green Compliance for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offer or the contents of, or any matter or arrangement referred to in, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Neville Registrars during business hours on 0121 585 1131 or, if calling from outside the UK, on +44 121 585 1131 or by submitting a request in writing to Neville House, 18 Laurel Lane, Halesowen, B63 3DA. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

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.

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. 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. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

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.

Forward Looking Statements

Certain statements contained herein constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer, the expected timing and scope of the Offer and other statements other than in relation to historical facts. Forward-looking statements including, without limitation, statements typically containing words such as "intends", "anticipates" "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the assumptions and assessments by the boards of APC and Green Compliance and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Scheme, local and global political and economic conditions, future revenues of APC and/or Green Compliance being lower than expected, expected cost savings from the Offer or other future transactions not being realised fully or in line with expected timeframes, competitive pressures in the industry increasing, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

Neither Green Compliance nor APC, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained herein will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Conduct Authority and the City Code), neither Green Compliance nor APC is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company 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) the offeree company 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London 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 the offeree company 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 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange offeror, 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. (London 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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 Takeover 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.

Information Relating to Green Compliance Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Green Compliance Shareholders, persons with information rights and other relevant persons for the receipt of communications from Green Compliance may be provided to APC during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, APC confirms that, as at the date of this announcement, it has 58,557,991 ordinary shares of 2p each in issue and admitted to trading on AIM under the ISIN reference GB0000373984.

In accordance with Rule 2.10 of the Code, Green Compliance confirms that, as at the date of this announcement, it has 475,875,829 ordinary shares of 1p each in issue and admitted to trading on AIM under the ISIN reference GB00B54DP718. Green Compliance has in issue transferable warrants to subscribe for up to 157,646,476 new Green Compliance Shares; 149,504,982 with an exercise price of 2p and with an expiry date of 28 January 2018 and 8,141,494 with an exercise price of 2p and with an expiry date of 2 April 2018.

In addition, Green Compliance has in issue two separate tranches of loan notes, £200,000 of convertible 7.5 per cent. loan notes and £550,000 of convertible 12 per cent. loan notes. Both tranches of Green Compliance Loan Notes are due for repayment in full on 31 July 2015 and can be converted at the option of the holders of the Green Compliance Loan Notes into Green Compliance Shares at the rate of 50p per Green Compliance Share or, if higher, the volume weighted average price of Green Compliance Shares over the 20 Business Days prior to the date of the relevant conversion notice.

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of Green Compliance at www.greencomplianceplc.com and APC at www.apc-plc.co.uk by no later than 12 noon (London time) on 31 July 2014. For the avoidance of doubt, the content of these websites is not incorporated by reference and does not form part of this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by APC 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 be precluded by the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form 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 and all documents relating to the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Scheme (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Green Compliance Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notice to US investors in Green Compliance

Green Compliance is an English company. Accordingly, shareholders in the United States should note that the acquisition of Green Compliance by APC relates to the shares of a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act 1934, as amended (the "Exchange Act") and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales. Neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme.

In addition, the Offer relates to the shares of an English company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Offer is subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws and tender offer rules. The Green Compliance and APC financial information included in, and incorporated by reference into, this document has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted in the European Union and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. US generally accepted accounting principles differ in certain significant respects from IFRS. None of the financial information included in, or incorporated by reference into, this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of New APC Shares by a US holder of Green Compliance Shares as consideration for the transfer of its Green Compliance Shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each US holder of Green Compliance Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

It may be difficult for US holders of Green Compliance Shares to enforce their rights and claims arising out of US federal securities laws, since APC and Green Compliance are located in countries other than the United States, and all of their officers and directors are residents of countries other than the United States. US holders of Green Compliance Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The New APC Shares to be issued pursuant to the Scheme have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, the New APC Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, absent registration under the Securities Act or an exemption therefrom.

The New APC Shares are expected to be offered in the United States, if at all, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

30 July 2014

RECOMMENDED ALL SHARE OFFER

BY

APC TECHNOLOGY GROUP PLC

FOR

GREEN COMPLIANCE PLC

1. Introduction

The boards of Green Compliance and APC are pleased to announce that they have agreed the terms of a merger between APC and Green Compliance, whereby the entire issued and to be issued share capital of Green Compliance will be acquired by APC in consideration for the issue of 2 New APC Shares for every 71 Scheme Shares. The Offer is to be implemented by way of a Scheme of Arrangement under Part 26 of the Act, which requires the approval of Relevant Shareholders and the sanction of the Scheme by the Court.

2. Terms of the Offer

It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act. The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the sanction of the Scheme by the Court. The Scheme provides that, if it becomes effective, all of the Scheme Shares will be transferred to APC. In exchange, under the Offer, all Scheme Shareholders will be entitled to receive:

For every 71 Scheme Shares : 2 New APC Shares

Green Compliance will become a wholly owned subsidiary of APC on the Effective Date. APC is a public company incorporated in England and Wales. Its shares are admitted to trading on AIM and admission of the New APC Shares to trading on AIM is expected to take place on the Business Day after the Effective Date.

The Offer values the entire existing issued share capital of Green Compliance at approximately £4.76 million and each Green Compliance Share at 1.00p (based on the Closing Price of 35.50p per APC Share on 29 July 2014, being the last Business Day prior to the date of this announcement).

Entitlements to New APC Shares will be rounded down to the nearest whole number of APC Shares. Fractions of New APC Shares will not be allotted or issued to Scheme Shareholders. Fractional entitlements of New APC Shares will be aggregated and sold in the market and the net cash proceeds of the sale retained for the benefit of the Enlarged Group.

Green Compliance Shareholders should note that the value of the consideration that they will ultimately receive (once the Scheme is implemented and becomes effective in accordance with its terms) will depend upon the market value of New APC Shares received by them following the Effective Date, and this value may vary, as APC is a listed company whose shares are admitted to trading on AIM.

3. Recommendation 

The Green Compliance Directors, who have been so advised by N+1 Singer, Green Compliance's nominated and financial adviser, consider the terms of the Offer to be fair and reasonable and in the best interests of Green Compliance Shareholders. Accordingly, the Green Compliance Directors unanimously recommend that Green Compliance Shareholders vote in favour of the Resolutions and that the holders of Green Compliance Loan Notes sign the relevant Written Resolution, as the Green Compliance Directors who hold Green Compliance Shares have irrevocably undertaken to do in respect of their beneficial holdings of, in aggregate, 35,545,576 Green Compliance Shares (representing approximately 7.47 per cent. of the existing issued ordinary share capital of Green Compliance) and their entire beneficial holdings of Green Compliance Loan Notes (representing 37.5 per cent. of the outstanding nominal value of the class of 7.5 per cent. Green Compliance Loan Notes). In providing its advice to the Green Compliance Board, N+1 Singer has taken into account the commercial assessments of the Green Compliance Directors.

In order to approve the terms of the Offer, Relevant Shareholders should vote in favour of the Resolution to be proposed at the Court Meeting and Green Compliance Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting. In order for the holders of the Green Compliance Loan Notes to be bound by the alteration to the Articles, the holders of each class of the Green Compliance Loan Notes should sign the relevant Written Resolution.

Statements made or referred to in this announcement concerning APC's reasons for the Offer and to the intentions and strategy of APC and its subsidiaries reflect the views of the APC Board. Statements made or referred to in this announcement concerning the background to and reasons for the Green Compliance Directors recommending the Offer reflect the views of the Green Compliance Board.

4. Scheme structure

The Scheme requires the approval of a majority in number of the Relevant Shareholders representing at least 75 per cent. in value of the Scheme Shares held by the Relevant Shareholders present and voting (either in person or by proxy) at the Court Meeting (voting at which shall be conducted by way of a poll). Green Compliance is seeking approval for an amendment to the Articles in connection with the Scheme at the General Meeting. In order for the alteration of the Articles to apply to the Green Compliance Loan Note holders, a separate written resolution must be signed by the holders of the relevant Green Compliance Loan Notes representing at least 75 per cent. in nominal value of that class of the outstanding Green Compliance Loan Notes. 

The Scheme is conditional on the approval by APC Shareholders of certain resolutions at the APC General Meeting to approve the issue of New APC Shares as the consideration under the Offer.

As at the date of this announcement, irrevocable undertakings have been received from certain Green Compliance Shareholders, holding, in aggregate, 172,077,242 Green Compliance Shares, representing approximately 36.16 per cent. of the issued share capital of Green Compliance and approximately 37.50 per cent. and 54.55 per cent., respectively, of the outstanding 7.5 per cent. and the 12 per cent. Green Compliance Loan Notes.

If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Application will be made to the London Stock Exchange for the New APC Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the New APC Shares will commence on AIM on the Business Day following the Effective Date.

If the Scheme becomes effective, Green Compliance will become a wholly owned subsidiary of APC on the Effective Date and Green Compliance Shareholders will receive the New APC Shares referred to above.

Prior to the Scheme becoming effective, application will be made to the London Stock Exchange for the admission to trading on AIM of the Green Compliance Shares to be cancelled and APC intends to re-register Green Compliance as a private company under the relevant provisions of the Act as soon as practicable after cancellation of trading of the Green Compliance Shares on AIM.

APC reserves the right to switch from implementing the Offer by means of a scheme of arrangement under Part 26 of the Act to a contractual takeover offer, in accordance with paragraph 8 of Appendix 7 of the Code, with the consent of the Panel.

Interests in the Enlarged Group

Following the Scheme becoming effective, the Existing APC Shareholders will hold 58,557,991 APC Shares representing approximately 81.37 per cent. of the Enlarged Issued Share Capital of APC and the Scheme Shareholders will hold approximately 13,404,952 APC Shares representing approximately 18.63 per cent. of the Enlarged Issued Share Capital.

The New APC Shares issued under the Scheme will be credited as fully paid and free from all liens, charges and encumbrances whatsoever and will rank pari passu with the Existing APC Shares, including in respect of the right to receive all dividends, distributions and other entitlements made or paid on the APC Shares for which the record date occurs after the date of their issue.

5. Background to and reasons for the Offer

In December 2009, Green Compliance was restructured with the stated intention of executing a buy and build strategy to become a significant participant in in the UK "blue collar" compliance services sector. While it was able to execute some 15 acquisitions in the period to December 2011, the financial crisis which began in 2008 severely affected its on-going access to additional equity and debt funding required for it to continue to grow by acquisition and also to a reduction in the trading of each of its main units at the time that the consolidation of these units into the Green Compliance Group was being executed.

Accordingly, with on-going financial pressure, a lack of expansion capital and reduced trading, the then directors of Green Compliance embarked upon a restructuring of the business, its strategy and its financing, which culminated in the Green Compliance 2013 Refinancing which involved a write down of debt facilities and an equity fundraising of approximately £3.5 million at 1p per Green Compliance Share. The successful Green Compliance 2013 Refinancing was completed during the financial year ended 31 March 2014 which, coupled with the divestment of the Green Compliance Pest business and Green Compliance Fire business, has allowed Green Compliance to exit that financial year completely focused on its water hygiene and treatment business.

The Green Compliance Water business is now a national one stop water management company offering all forms of water treatment and water hygiene, including legionella control, water risk assessments and water sustainability projects, such as rain water capture and grey water re-use. Green Compliance Water has a direct customer list of around 750 clients, to which it provides water treatment and water hygiene compliance services via 145 employees, operating from four premises nationally. The Green Compliance Directors believe that the Company's customer reach is significantly larger than this due to the composition of the existing customer base, which includes many facilities management companies, each of which act on behalf of, in some cases, hundreds of businesses or organisations.

Continuing revenues in the Green Compliance Water business for the year ended 31 March 2014 totalled £8.1 million with an operating profit before exceptional costs, share based payments and amortisation in Green Compliance Water of £0.1 million. Green Compliance Group had net assets as at 31 March 2014 of £4.4 million.

The UK Water hygiene & treatment market

The basic definition of water treatment is the purifying of water to make it suitable for household or business use. The water treatment industry in the UK is worth an estimated £3.8 billion in 2013/14. Water treatment requirements are estimated to be split relatively evenly between domestic and commercial/industrial use. Based on the estimated industry value of £3.8 billion, the commercial areas of the UK water treatment industry are estimated to be valued at approximately £2 billion in 2013/14. A significant percentage of the market relates to the treatment of water in storage, both open and underground reservoirs. The majority of this work is undertaken by water companies, or large global businesses (e.g. GE Water, Nalco).

However, there is a significant addressable market for water treatment services with large corporate organisations, SMEs and commercial organisations such as Green Compliance Water services and this is estimated to be worth in excess of £1 billion per annum in the UK.

Under UK government regulations (Health & Safety Act 1974, ACoP (L8) 4th Edition 2013, COSHH 2002 and Water Supply Regulations 1999), anyone serving the public has a legal duty to prepare and manage a scheme for maintaining safe water quality. Hospitality and leisure facilities, healthcare providers, care homes, as well as employers in general, are therefore faced with the same obligation. As well as requiring risk assessments, organisations subject to the legislation are required to have access to competent help in applying the provisions of health and safety law, water storage and supply and specification for the design, installation, testing and maintenance of services supplying hot and cold water for use within public buildings. All these regulations are principally driven by the necessity to prevent legionella from developing in water systems.

Green Compliance Water provides a comprehensive service across the water hygiene spectrum and the Green Compliance Directors believe that it therefore has an addressable market in the UK for water hygiene services of an estimated £241 million and that this market is growing at an estimated 5 per cent. CAGR.

The main driver for this is the growing concern for companies around water sustainability as water consumption outstrips population growth; water supplies are threatened by pollution, population growth, urbanisation and climate change; water charges increase through metering and acknowledgment of the move to charging and a growing awareness from consumers of the importance of water quality, safety and security.

The Green Compliance Directors also believe that there are further opportunities to service the wider water market as it moves towards greater sustainability products and ultimately the supply of water as the market deregulates. In addition, the Green Compliance directors believe that the Green Compliance customer base and existing water management relationships with those customers gives them access to this increasing market.

The wider sustainability market

The sustainability market is a large and growing market internationally and in the UK in particular:

· the International Energy Agency estimates that investment in key energy efficiency markets worldwide was US$244 billion in 2013, and must increase to US$1 trillion by 2030 to avoid a two degree global temperature rise;

· investment is being driven by the need for businesses to take action or see profits eroded by the cost of energy and punitive legislation;

· improving economic conditions are encouraging businesses to implement strategies created over the past five years; and

· opportunities in energy efficiency will be mirrored by technologies being developed for 'embedded generation', energy storage, water and waste management.

Sustainability covers both energy and water and the Green Compliance Directors believe that a number of their existing customers include both energy and water as part of their considerations in relation to sustainability. Additionally, there is evidence to suggest that a significant number of these customers have an individual or team with responsibility for both energy management and water management. Increasingly the market is viewing these two sub-sectors together, as companies look for similar solutions to both issues and with new entrants to the market offering combined solutions to asset owners or facilities managers which are typically Green Compliance's and APC's customers. This synergy, in relation to sustainability, is also being driven by the proposed deregulation of the supply of water to businesses in England which is expected to come into effect in 2017 (2013 Draft Water Bill).

The Green Compliance Directors believe that all of these factors provide significant revenue opportunities for a sustainable water management offering that sits alongside a wider sustainability engagement with customers, as customers come to view water more and more in the same way as they view other sustainability issues such as energy efficiency and waste management.

To date APC has not been active in the water market, although it does have a stated strategy of increasing the products and services in its sustainability focused business, 'Minimise'. APC has seen significant growth in its energy efficiency focused business, which shares a common type of customer to Green Compliance in that it is typically asset owners and facilities managers which are focused on issues of sustainability.

Through APC's Minimise business it has a growing expertise, customer base and pipeline in energy efficiency related products and solutions. APC currently has three main sustainability offerings:

· Minimise Energy: these include Energy monitoring, LED lighting, boiler optimisation, solar gain reduction, remote energy control and electric motor optimisation;

· Minimise Solutions: energy procurement, energy strategy development, building accreditation, energy measurement and verification; and

· Minimise Finance: bespoke Energy Efficiency Service Agreement (EESA) funding which enables businesses to achieve energy reduction targets through an upfront reduction in capital expenditure.

The proposed acquisition allows APC to move into:

· Water Sustainability: including rain and waste water harvesting, water consumption monitoring and management, leak detection and remediation, and the management of water hygiene (especially legionella control) or water treatment needs versus water conservation needs.

The abovementioned set of water sustainability products are either currently offered by Green Compliance to its customer base or are in development by Green Compliance. In addition, Green Compliance's customer base is already actively engaged with Green Compliance in seeking to procure these products across a larger end customer base.

Following this acquisition the Enlarged Group will seek to pursue a strategy to further extend the sustainability offering into:

· Renewable energy generation: thermal solar PV-T, heat pumps, hybrid solar solutions and embedded generation; and

· Energy from waste: on-site waste processing and waste to energy generation.

6. Background to and reasons for recommending the Offer

The Green Compliance Directors have overseen a considerable period of restructuring in the past eighteen months with the disposal of the Green Compliance Fire business in July 2013, the Green Compliance Pest business in December 2013, both for an equivalent price of approximately 65 per cent. of revenue on initial cash consideration, and with the fundraising in September 2013 to raise gross funds of £3.5 million at 1p per Green Compliance Share. Whilst this financial restructuring is complete, they believe that the Offer from APC should be considered by Green Compliance Shareholders taking into account a number of considerations other than just the implied value per Green Compliance Share of the Offer, as they have, and on which they have based their commercial assessment as set out below.

While the proposed acquisition represents a strategic step for APC to engage in the water aspect of the sustainability agenda by acquiring Green Compliance rather than by seeking to develop its own business in this space or by making smaller bolt-on acquisitions to form a water division, the Green Compliance Directors believe it also allows Green Compliance Shareholders access to an Enlarged Group focused on building further expertise and businesses in the area of sustainability. In addition, they believe that the Enlarged Group, and therefore Green Compliance Shareholders, will benefit from the cost savings and synergies set out below, while also providing improved liquidity for Green Compliance Shareholders in the short, medium and long term.

The Green Compliance Directors have been active in exploring alternatives for the Green Compliance Water business. Strategically they have considered further acquisitions to grow the Green Compliance Water business and its offering but in the absence of further access to competitively priced debt or equity finance this has proven to be difficult and has been affected by the recent corporate history of Green Compliance.

In addition, the Green Compliance Directors have sought interest from potential acquirers for the Green Compliance Water business. While some interest was expressed by potential acquirers, the values discussed were at a significant discount to the trading multiples achieved for the Green Compliance Fire and Green Compliance Water businesses. In addition, in the event that the Green Compliance Water business were to be sold, Green Compliance would be left as a cash shell with no trading operations, the Green Compliance Directors would then have been required to set out a new investing policy to be approved by Green Compliance Shareholders or to return cash achieved from the sale of the Green Compliance Water business to Green Compliance Shareholders. Having evaluated different methods of returning cash to Green Compliance Shareholders under this scenario, the Green Compliance Directors do not believe that cash could be returned to Green Compliance Shareholders in an efficient manner which would result in cash per share being returned to each shareholder significantly above the implied value per Green Compliance Share represented by the Offer.

In particular the Green Compliance Directors believe that while the initial value represented by the Offer is at a discount to the current share price of Green Compliance, the Enlarged Group offers an attractive investment for Green Compliance Shareholders for a number of reasons. In addition to the expected annual cost savings associated with Green Compliance no longer being an independently listed business, there are a number of revenue and operational synergies from which the Enlarged Group will benefit. In particular the customer bases of Green Compliance and APC, while both being within the sustainability area, are almost entirely complementary and therefore represent a significant and immediate opportunity for cross-selling of energy and water services and products as a number of these customers are already seeking to engage with either Green Compliance or APC on its water/energy related sustainability product offering and questioning them on how Green Compliance or APC might further assist them with the wider sustainability agenda, of either energy or water which is currently not part of its offering.

The Green Compliance Directors also believe that the Enlarged Group will benefit from the investment made when Green Compliance was a multi-vertical business in terms of Green Compliance's ability to service its customers using its unique cloud based service delivery platform. While at present this platform enables Green Compliance's customers to access their water compliance data via on line customer portals, thereby enhancing Green Compliance's customers overall compliance visibility and allowing them to deal swiftly with incidents as they occur across a large number of sites, the APC Directors believe that this can be extended quickly and cost effectively to APC's customers for the benefit of the Enlarged Group. Additionally, as Green Compliance currently operates from four sites in the UK, none of which overlap substantially with APC's current base, the Green Compliance Directors believe that the Enlarged Group will benefit from this enhanced footprint and that as an entity active in the UK sustainability market and that normal purchasing and operating synergies will accrue due to improved market presence and size.

As part of the discussions with the APC Board, the APC Directors have also identified a number of commercial opportunities. One example of this is an immediate benefit in terms of a new route to market for APC's ISL technology which has been specifically developed to address legionella risk. This remote monitoring technology can also be used to measure water flow rates and water pressure in much the same way that it measures electricity and gas consumption. As such it can be sold to the Enlarged Group's customers as a water applicable smart metering solution which collects data on an on-going basis. This will immediately benefit the Enlarged Group's customers through better visibility of their water consumption and therefore ways in which they might reduce or improve consumption to reduce cost and/or enhance sustainability using the existing online cloud based customer portal that Green Compliance operates. In addition the APC Directors believe that the Enlarged Group will be well positioned to benefit from the deregulation of the UK water supply market in 2017, as it will have a large set of data on water consumption across a large and diverse estate. The aggregation of this water usage data will position the Enlarged Group as a water partner for these customers and potentially as a significant participant with purchasing power in the then de-regulated open market.

In addition, it is expected that the integration of the two businesses will strengthen the depth and quality of the senior management of the Enlarged Group at Board and operating level as the two management teams are integrated.

Cost savings have also been identified as a result of the Offer, predominantly associated with Green Compliance no longer being required to maintain an independent quotation on AIM and which are expected to be realised in the first year of operation. Achieving these cost savings and implementing the Enlarged Group strategy to achieve the synergies described above are expected to positively impact the financial and operational performance of the Enlarged Group. The expected cost savings are made up of professional advisers fees (including nominated adviser and broker fees, legal fees, audit related matter fees, registrar fees, public relations related fees, and stock exchange listing fees) and discontinued directors fees as a result of only having one board of directors. The expected cost savings will accrue as a direct result of the success of the Offer and could not be achieved independently of the Offer.

As a result, the Green Compliance Directors, having considered the terms of the Offer, unanimously recommend that Green Compliance Shareholders and, as applicable, Relevant Shareholders vote in favour of the Resolutions to be proposed at the Meetings.

The Green Compliance Directors advise that each Green Compliance Shareholder consider carefully the information set out in the Scheme Document before making a decision as to whether to approve the Offer. This is not intended to be an exhaustive list of relevant factors and Green Compliance Shareholders and, as applicable, Relevant Shareholders should consider their individual circumstances carefully before deciding whether to vote in favour of the Resolutions to be proposed at the Meetings.

The primary reasons for recommending the Offer can be summarised as follows:

· given the corporate history of Green Compliance and as a small business focused solely on the water market Green Compliance has restricted access to cost effective sources of both debt and equity capital to accelerate organic growth or to make further acquisitions;

· even if a disposal of the Green Compliance Water business on an acceptable multiple within an acceptable timeframe could be achieved and cash returned to Green Compliance Shareholders, the Green Compliance Directors do not expect this to deliver a material enhancement to the implied value of the Offer;

· that significant cost savings and synergies can be achieved through the Offer;

· that the improved liquidity expected as part of the Enlarged Group will benefit all Green Compliance Shareholders;

· that the combination of the Green Compliance on line cloud based customer portal with the APC ISL technology will provide a compelling route to market for additional water sustainability services such as water consumption monitoring and management;

· the Enlarged Group as a provider of sustainability services and products nationally will be a significant platform for further growth as it benefits from the critical mass of improved customer relationships and enhanced productivity and purchasing power; and

· that the integration of the two businesses will strengthen the depth and quality of the senior management of the Enlarged Group at board and operating level as the two management teams are integrated.

Effect of the Offer

The Offer represents a discount of approximately 25.93 per cent. to the Closing Price of 1.35p per Green Compliance Share on 29 July 2014, the last Business Day prior to this announcement.

The Offer represents a discount of approximately 36.17 per cent. to the average Closing Price for Green Compliance Shares of 1.57p over the three month period ended on and including 29 July 2014.

The Offer represents the equivalent price to the Green Compliance 2013 Restructuring at which time £3.5 million was raised from certain Green Compliance Shareholders at 1p per Green Compliance Share.

7. Current Trading and Prospects

Following a period of significant reorganisation, Green Compliance is now a focused, stable water hygiene and treatment business which offers a platform for growth in the markets it services.

The Green Compliance Directors recognise that this growth may be restricted by the recent trading history of the Green Compliance Group and the restricted access it has to cost effective sources of capital to fund more aggressive growth.

The attention of Green Compliance Shareholders is also drawn to Green Compliance's announcement today, containing Green Compliance's unaudited preliminary results for the twelve months ended 31 March 2014.

8. Information on APC

Overview

APC was incorporated in 1982 and currently operates two key business units: a supplier and installer of cleantech related energy efficiency devices and a specialist electronic component distributor.

Under the 'Minimise' brand, the APC Group promotes a range of technologies developed to reduce energy consumption and carbon emissions, through its wholly owned subsidiary, Minimise Energy. These products are either sold individually or may be combined to provide an integrated, multi-technology solution to the energy efficiency challenges of an entire organisation. Minimise Holdings was established to hold the APC Group's investments in its cleantech portfolio, the first of which was Minimise Limited, in which APC initially invested in 2008.

The sustainability related businesses represents a diversification of the original APC business which, since incorporation, has acted as a distributor of specialist electronic components for more than 60 manufacturers of electronic components and systems. During the past 32 years, APC has developed long-standing relationships with manufacturers of specialist electronic components and with customers who put significant value on APC's technical expertise, attention to detail and its deep understanding of the unique challenges of their individual markets. Markets include sub-sectors with high barriers to entry such as defence, aerospace, space, transportation, medical and industrial sectors. Products are wide ranging in their complexity and application, and are sold through a number of semi-autonomous teams. Each team focuses on specific technologies or markets but are true to APC's central business strategy of adding value in the supply chain.

APC's target market

Cleantech Activities - Minimise

APC began to invest in the area of sustainability as a means to diversify its revenue stream in 2008 with its initial investment in Minimise Limited. It has since gone on to develop a significant operation which is growing quickly in the area of energy efficiency, where it typically sells systems and services to asset owners or facilities managers with responsibility for energy matters and/or sustainability. As APC has successfully grown its customer base in this area, a number of its existing clients have sought to explore other areas of sustainability which APC can assist them with.

Following a lengthy restructuring process, pursuant to which Minimise Limited was merged into Minimise Energy, the APC Group has streamlined its cleantech subsidiaries under the Minimise brand. Revenue in the last 12 months was dominated by the sale of LED lighting, however, additional technologies are now being added to the product portfolio, as the emphasis moves from being an LED lighting provider to a company offering complete energy efficiency solutions. A number of companies trade under the Minimise brand:

· Minimise Energy, which provides LED lighting, energy monitoring and control, and other energy efficiency related products and technologies;

· Minimise Solutions, which provides sustainability related consulting services; and

· Minimise Finance, which is developing funding solutions for energy efficiency related projects.

APC also has interests in North America, where it owns 60 per cent. of Minimise Energy Americas LLC, which offers the same products and services as those offered in the UK subject to the prevailing product certification requirements which vary from country to country.

Monitoring and control of power consumption forms a critical part of effective strategies to improve energy efficiency and key to the APC Group's future expansion is the technology provided by ISL in which APC acquired a 25 per cent. stake in June 2013.

ISL manufactures innovative wireless energy monitoring and control tools, and also has a cloud based, wireless, monitoring and control platform, which can be deployed with a minimum of disruption. Through ISL's cloud based systems, bespoke software data is gathered and this information is displayed on dashboards within a comprehensive reporting suite, enabling Minimise Energy to first monitor and then control energy consumption, either directly or via secondary technologies, such as LED lighting. The ISL platform also provides live feedback as to the effectiveness of any such secondary technologies and is the feedback mechanism on which future project finance packages will be based.

ISL enables clients to operate buildings in an environmentally friendly way, providing visibility of site operational consumption, highlighting where energy use can be reduced and therefore where cost savings can be made. ISL products are sold both directly and via Minimise Energy.

Building on its successful relationship with Morrisons, Minimise Energy is expanding its customer base across a number of different market sectors and is now seeing success in efforts to diversify its customer base. The APC Directors believe that initial success in each new market sector will generate multiple new customer relationships, as the benefits of Minimise Energy's range of LED lighting and other energy efficient technologies become apparent.

Electronic Component Distribution

APC's traditional electronic component distribution business continues to provide a relatively stable platform from which APC has been able to diversify into emerging high growth markets. The distribution model is based upon investment in well qualified and experienced sales teams who are encouraged to focus on securing the inclusion of APC's wide ranging product lines into new developments taking place across its long-standing customer base. APC's engineering and commercial experience add value to its customers and suppliers, by providing an effective bridge between the two, ensuring the most appropriate components are selected for each new application.

Approximately 65 per cent. of APC's distribution sales are into applications in markets where component reliability is of paramount importance, such as the defence, aerospace, space, medical, transport and oil industries, where the gestation period for new design-in work can be lengthy but where production cycles often run for many years.

APC operates the same value added business model in less mission-critical applications which represent the remaining 35 per cent. of revenues. A thorough understanding of industrial applications is frequently demonstrated at application specific engineering seminars operated by the APC. These well attended events underline the expertise of the sales teams and reinforce the concept of adding value. This has been recently recognised by Renesas Electronics Europe which has appointed APC as the lead distributor in the UK of the NLT range of TFT displays.

Current Trading and Prospects

On 25 July 2014, APC received an order for the installation of LED lighting at three buildings operated by one of the UK's foremost high street banks. The order, valued at £0.425 million, is expected to be fulfilled during the remainder of this financial year ended 31 August 2014 and the very early part of the next financial year and is expected to be the first of a number of projects from this customer.

In July 2014, APC commenced the delivery of LED lighting to one of the UK's major food and clothing retailers for the installation into refrigeration units in its approximate 500 stores. The retailer requested that delivery of the order commenced in advance of the purchase order being raised to avoid delay when adding Minimise as an approved supplier thereby enabling the project to be completed by mid-September 2014. Whilst too early to determine with certainty, it is the APC Directors current expectations that the majority of this order will be invoiced at the end of the current financial year or very early in September 2014. The order, which has an initial value of £1 million, is expected to increase in value when the full approximately 500 stores have been surveyed and this contract is anticipated to be part of a wider roll out of low energy lighting to this retailer in which APC hopes to participate.

Minimise remains in the final stages of negotiations for orders with other new and significant customers in various market sectors which, if placed, will generate significant growth and further reduce reliance on any one customer in the next financial year. 

On 25 July 2014, APC completed the acquisition of a 10 per cent. interest in Open Energy Market Limited ("OEM"), the UK's first autonomous online energy procurement platform for corporate energy users, for £0.2 million in cash. Subject to certain performance milestones, APC has the option to purchase a further 15 per cent. of OEM, at the same valuation, over the next 12-18 months.

OEM's online procurement platform, which will be marketed and sold as a service offered by APC's Minimise Solutions business, provides energy buyers direct access to the UK's top 14 gas and electricity providers offering an efficient and fully transparent way to manage their energy procurement. OEM's customer base includes both public and private sector companies and the technology is proven to generate total energy cost savings of between 2 per cent. and 10 per cent. over traditional procurement methods.

APC's electronic component distribution business continues to perform in line with expectations.

9. Management, employees and locations

APC recognises the achievements of the management and employees of Green Compliance, and intends that Green Compliance will continue to develop and grow as part of the Enlarged Group. The APC Directors intend to continue to develop the existing strategies of Green Compliance and APC, and do not currently intend to change the location of the Enlarged Group's places of business or to redeploy any of its material fixed assets or to effect material changes to the workforce or their general conditions of employment.

The APC Directors intend to safeguard fully the existing contractual and statutory employment rights of employees of both the Green Compliance Group and the APC Group including the contributions into the Green Compliance Pension Scheme, the accrual of benefits for existing members of such scheme and the admission of new members. The Enlarged Group will be headquartered in Kent, United Kingdom, in respect of its PLC and operations function. It is currently intended that all of Green Compliance's existing operating facilities will be maintained. The APC Directors confirm that no management incentivisation arrangements are proposed to be put in place with members of Green Compliance's management team who are interested in Green Compliance Shares.

The Enlarged Group will be led by the current APC Board and it is currently anticipated that certain Green Compliance Directors will join the board of the Enlarged Group following the Scheme becoming effective.

10. Intentions of APC and strategy of the Enlarged Group

The Offer represents an opportunity for APC to engage in the water aspect of the sustainability agenda. Following the successful completion of the proposed acquisition of Green Compliance, APC will gain access to a large and, in many cases, environmentally aware customer base which is interested in the whole sustainability agenda, via Green Compliance's existing trusted water management relationships. These customers are already engaged with Green Compliance in sustainable solutions from solid chemical systems to rain water capture and grey water recycling systems. A number of APC's customers have sought access to further sustainability related services from APC, and with the entry into the water sub-sector, if the Offer completes, the APC Board believes that there is a significant revenue upside for the Enlarged Group through the access and cross-selling into these relationships with a wider suite of sustainable products.

The proposed acquisition, if completed, is expected to generate a new revenue generation route for the ISL technology which has been specifically developed to address legionella risk. The ISL remote monitoring technology can also be used to measure water flow rates and water pressure in much the same way that it measures electricity and gas consumption. Through smart metering, the APC Directors believe that the Enlarged Group can offer customers better visibility of their water consumption and therefore ways to reduce cost and enhance sustainability. This revenue opportunity is enhanced as this monitoring can be built in to the existing on line cloud based customer portal that Green Compliance operates.

Accordingly, the APC Directors believe that the Enlarged Group will be well positioned to benefit from the de-regulation of the water supply market in 2017, at which point the Enlarged Group is expected to have a large set of data on water consumption across an extensive estate. This water usage data could then be aggregated into the open market allowing customers further cost reduction opportunities.

In addition, the APC Directors believe that there are a number of potential cost savings which will accrue for the benefit of the Enlarged Group Shareholders once the Scheme becomes effective as set out above.

In the medium to long term, the Enlarged Group would seek to create shareholder value both through further acquisitions and organic growth particularly related to, but not necessarily exclusive to, the sustainability sector. As previously mentioned, increasingly the market is viewing water and energy as part of their considerations in relation to sustainability. In both cases the focus is on understanding consumption then taking steps to control usage and reduce costs by reducing waste, buying more efficiently, generating energy on site and harvesting water for use within the building. It is envisaged that future acquisitions would contribute to the Enlarged Group's ability to help companies do this.

Set out below is a table showing the service offerings which APC currently has in place and also the areas where APC is looking to extend that offering, with the acquisition of Green Compliance allowing the Enlarged Group entry into the water market.

The APC Directors believe that the acquisition will be earnings per share accretive (before any one-off transaction and integration costs) in the first full year of ownership following completion of the Scheme. This statement should not be construed as a profit forecast or be interpreted to mean that the future profits and earnings per share of the Enlarged Group will necessarily be greater or less than the historic published profits and earnings per share of APC.

11. Green Compliance Options, Green Compliance Warrants and Green Compliance Loan Notes

The Offer will extend to any Green Compliance Shares issued or unconditionally allotted prior to the date on which the Scheme becomes effective, including any Green Compliance Shares unconditionally allotted or issued upon the exercise of rights over Green Compliance Shares granted by Green Compliance under the Green Compliance Options, Green Compliance Warrants or (unless settled in cash by Green Compliance) the Green Compliance Loan Notes.

The Green Compliance Options entitle the option holdersto be given notice of any takeover offer and to be given a right to exercise their Green Compliance Options during any period (ending before APC obtains control of Green Compliance) that the Remuneration Committee of Green Compliance shall specify. To the extent that Green Compliance Options are not exercised during such period, they will lapse. Green Compliance's Remuneration Committee has determined that the relevant period will run from the date of this announcement until the Scheme Record Time. Holders of Green Compliance Options will not be entitled to exercise their Green Compliance Options after the Scheme Record Time as they will have lapsed in accordance with their terms and the period specified by the Green Compliance Remuneration Committee referred to above. Under the terms of the Scheme, any Green Compliance Shares issued pursuant to Green Compliance Options being exercised between the date of this announcement and the Scheme Record Time will be transferred to APC in exchange for New APC Shares, on the basis of the number of New APC Shares offered for each Green Compliance Share under the terms of the Scheme.

The Green Compliance Warrants entitle the holders of the Green Compliance Warrants to be given notice of any takeover offer. While the takeover offer remains open for acceptance the holders of Green Compliance Warrants are entitled to exercise their Green Compliance Warrants to convert into Green Compliance Shares prior to the Scheme Record Time. The Green Compliance Warrants do not lapse if they have not been exercised by the Scheme Record Time. Under the terms of the Scheme, any Green Compliance Shares issued pursuant to Green Compliance Warrants being exercised between the date of this announcement and the Scheme Record Time and at any time thereafter, will be transferred to APC in exchange for New APC Shares, on the basis of the number of New APC Shares offered for each Green Compliance Share under the terms of the Scheme.

The Green Compliance Loan Notes entitle the holders of the Green Compliance Loan Notes to be given notice of any change of control and of their entitlement to convert their Green Compliance Loan Notes into Green Compliance Shares. Under the terms of the Scheme, and the Articles as amended in connection with the Scheme subject to the approval of the holders of Green Compliance Loan Notes as referred to below, any Green Compliance Shares issued pursuant to Green Compliance Loan Notes being exercised between the date of this announcement and the Scheme Record Time and at any time thereafter will be transferred to APC in exchange for New APC Shares, on the basis of the number of New APC Shares offered for each Green Compliance Share under the terms of the Scheme.

In order for holders of Green Compliance Loan Notes to potentially receive New APC Shares pursuant to the Articles as amended in connection with the Scheme, as referred to above, the Written Resolution for each class of Green Compliance Loan Notes is required to be signed by the holders of 75 per cent. in nominal value of that class of Green Compliance Loan Notes.

The despatch of the Scheme Document to the holders of the Green Compliance Options, Green Compliance Warrants and the Green Compliance Loan Notes is deemed to be appropriate notice in accordance with the terms of the Green Compliance Options, Green Compliance Warrants and the Green Compliance Loan Notes.

12. Irrevocable Undertakings

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 legal and/or 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) and (ii) (as appropriate) to sign the relevant Written Resolution in respect of all their holdings of Green Compliance Loan Notes (representing 37.50 per cent. of the outstanding principal value of the class of 7.5 per cent. Green Compliance Loan Notes).

APC has also received irrevocable undertakings from Rockridge Investments and Raymond Horney (i) to vote or procure the vote in favour of the Resolutions in respect of their entire legal and/or beneficial holdings of Green Compliance Shares amounting to, in aggregate, 136,531,666 Green Compliance Shares (representing approximately 28.69 per cent. of the existing issued share capital of Green Compliance) and (ii) Rockridge Investments to sign the relevant Written Resolution in respect of its holdings of Green Compliance Loan Notes (representing approximately 54.55 per cent. of the outstanding principal value of the 12 per cent. Green Compliance Loan Notes).

Irrevocable undertakings to vote in favour of the APC Resolution(s) at the APC General Meeting have been secured from the holders of 29,077,170 APC Shares (including all members of the APC Board) representing approximately 49.66 per cent. of the APC Shares in issue at the date of this announcement.

Further details of the irrevocable undertakings are set out in Appendix III of this announcement.

13. Conditions

The Conditions to the Offer are set out in full in Appendix I of this announcement. In summary, the implementation of the Scheme is conditional, inter alia, upon:

· the approvals of the Green Compliance Shareholders and, as applicable, Relevant Shareholders;

· the sanction of the Court;

· the Scheme becoming effective by no later than 31 December 2014 or such later date as Green Compliance and APC may agree with (where applicable) the consent of the Panel and the approval of the Court (if required), failing which the Scheme will lapse;

· approval by the APC Shareholders of the APC Resolution(s) at the APC General Meeting, with the approval of such resolutions being required in order to authorise the allotment of New APC Shares to Scheme Shareholders; and

· confirmation by the London Stock Exchange of Admission of the New APC Shares to trading on AIM.

14. Meetings and Written Resolutions

The Scheme and the Offer are subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I of this announcement. In order to become effective, the Scheme must be approved by Relevant Shareholders at the Court Meeting (at which voting will be conducted by way of a poll). The approval required at the Court Meeting is a majority in number of those Relevant Shareholders present and voting, whether in person or by proxy, representing not less than 75 per cent. in value of the Green Compliance Shares held by such Relevant Shareholders. The proposed amendment to the Articles requires the approval by Green Compliance Shareholders at the General Meeting of the Special Resolution. In order for the Green Compliance Loan Note holders to potentially receive New APC Shares pursuant to the proposed amendment to the Articles, a separate written resolution must be signed by the holders of the relevant class of the Green Compliance Loan Notes representing at least 75 per cent. in nominal value of that class of Green Compliance Loan Notes.

15. Expected timetable

Further details of the Scheme will be contained in the Scheme Document which will be sent to Green Compliance Shareholders as soon as practicable and in any event within 28 days of this announcement unless otherwise agreed with the Panel.

Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions required to be taken by Green Compliance Shareholders.

A circular containing notice of the APC General Meeting will also be sent together with a copy of the Scheme Document to APC Shareholders as soon as practicable.

16. Offer related arrangements

APC and Green Compliance entered into a mutual confidentiality agreement in relation to the Offer, pursuant to which they undertook, subject to certain customary exceptions, to keep information relating to the respective businesses of APC and Green Compliance confidential and not to disclose it to third parties. Unless terminated earlier, the obligations will remain in force for one year from the date of the agreement.

17. Documents available on website

Copies of the following documents will shortly be available at www.greencomplianceplc.com and www.apc-plc.co.uk until the Scheme has become Effective or has lapsed or been withdrawn:

· the irrevocable undertakings from the Green Compliance Directors and certain Green Compliance Shareholders referred to in paragraph 12 above and summarised in Appendix III;

· the irrevocable undertakings from the APC Directors and certain APC Shareholders referred to in paragraph 12 above and summarised in Appendix III; and

· the mutual confidentiality agreement referred to in paragraph 16 above.

18. Disclosure of interests

On the date of this announcement, APC will make an Opening Position Disclosure setting out details of its and the APC Directors' interests or short positions in, or rights to subscribe for, any relevant securities of APC and Green Compliance.

APC's Opening Position Disclosure will not include details of all interests or short positions in, or rights to subscribe for, any relevant securities of APC or Green Compliance held by all other persons acting in concert with APC. If required, APC will make a further opening position disclosure as soon as possible disclosing these details.

On the date of this announcement, Green Compliance will make an Opening Position Disclosure setting out details of its and the Green Compliance Directors' interests or short positions in, or rights to subscribe for, any relevant securities of APC and Green Compliance.

Green Compliance's Opening Position Disclosure will not include details of all interests or short positions in, or rights to subscribe for, any relevant securities of APC or Green Compliance held by all other persons acting in concert with Green Compliance. If required, Green Compliance will make a further opening position disclosure as soon as possible disclosing these details.

Enquiries:

General

The Scheme Document, containing the full terms of the Offer, will be posted to Green Compliance Shareholders as soon as possible, but in any event, within 28 days of today's date. The Conditions to the Offer are set out in Appendix I to this announcement and, together with certain further terms of the Offer, will also be set out in full in the Scheme Document. In deciding whether to vote in favour of the Offer, Green Compliance Shareholders should only rely on the information contained in, and follow the procedures described in, the Scheme Document and the Forms of Proxy.

Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APC and no-one else in connection with the Offer and will not be responsible to anyone other than APC 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.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Green Compliance and no-one else in connection with the Offer and will not be responsible to anyone other than Green Compliance for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offer or the contents of, or any matter or arrangement referred to in, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Neville Registrars during business hours on 0121 585 1131 or, if calling from outside the UK, on +44 121 585 1131 or by submitting a request in writing to Neville House, 18 Laurel Lane, Halesowen, B63 3DA. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

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.

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. 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. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

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.

Forward Looking Statements

Certain statements contained herein constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer , the expected timing and scope of the Offer and other statements other than in relation to historical facts. Forward-looking statements including, without limitation, statements typically containing words such as "intends", "anticipates" "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the assumptions and assessments by the boards of APC and Green Compliance and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction or waiver of the conditions to the Scheme, local and global political and economic conditions, future revenues of APC and/or Green Compliance being lower than expected, expected cost savings from the Offer or other future transactions not being realised fully or in line with expected timeframes, competitive pressures in the industry increasing, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

Neither Green Compliance nor APC, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained herein will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Conduct Authority and the City Code), neither Green Compliance nor APC is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company 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) the offeree company 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London 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 the offeree company 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 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange offeror, 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. (London 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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 Takeover 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.

Information Relating to Green Compliance Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Green Compliance Shareholders, persons with information rights and other relevant persons for the receipt of communications from Green Compliance may be provided to APC during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, APC confirms that, as at the date of this announcement, it has 58,557,991 ordinary shares of 2p each in issue and admitted to trading on AIM under the ISIN reference GB0000373984.

In accordance with Rule 2.10 of the Code, Green Compliance confirms that, as at the date of this announcement, it has 475,875,829 ordinary shares of 1p each in issue and admitted to trading on AIM under the ISIN reference GB00B54DP718. Green Compliance has in issue transferable warrants to subscribe for up to 157,646,476 new Green Compliance Shares; 149,504,982 with an exercise price of 2p and with an expiry date of 28 January 2018 and 8,141,494 with an exercise price of 2p and with an expiry date of 2 April 2018.

In addition, Green Compliance has in issue two separate tranches of loan notes, £200,000 of convertible 7.5 per cent. loan notes and £550,000 of convertible 12 per cent. loan notes. Both tranches of Green Compliance Loan Notes are due for repayment in full on 31 July 2015 and can be converted at the option of the holders of the Green Compliance Loan Notes into Green Compliance Shares at the rate of 50p per Green Compliance Share or, if higher, the volume weighted average price of Green Compliance Shares over the 20 Business Days prior to the date of the relevant conversion notice.

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of Green Compliance at www.greencomplianceplc.com and APC at www.apc-plc.co.uk by no later than 12 noon (London time) on 31 July 2014. For the avoidance of doubt, the content of these websites is not incorporated by reference and does not form part of this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by APC 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 be precluded by the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form 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 and all documents relating to the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Scheme (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Green Compliance Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notice to US investors in Green Compliance

Green Compliance is an English company. Accordingly, shareholders in the United States should note that the acquisition of Green Compliance by APC relates to the shares of a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act 1934, as amended (the "Exchange Act") and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales. Neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme.

In addition, the Offer relates to the shares of an English company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Offer is subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws and tender offer rules. The Green Compliance and APC financial information included in, and incorporated by reference into, this document has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted in the European Union and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. US generally accepted accounting principles differ in certain significant respects from IFRS. None of the financial information included in, or incorporated by reference into, this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of New APC Shares by a US holder of Green Compliance Shares as consideration for the transfer of its Green Compliance Shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each US holder of Green Compliance Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

It may be difficult for US holders of Green Compliance Shares to enforce their rights and claims arising out of US federal securities laws, since APC and Green Compliance are located in countries other than the United States, and all of their officers and directors are residents of countries other than the United States. US holders of Green Compliance Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The New APC Shares to be issued pursuant to the Scheme have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, the New APC Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, absent registration under the Securities Act or an exemption therefrom.

The New APC Shares are expected to be offered in the United States, if at all, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

APPENDIX I

Conditions to the Implementation of the Scheme

and Further Terms of the Offer

1. The Offer is conditional upon the Scheme becoming unconditional and becoming effective, subject to the Takeover Code, by no later than 31 December 2014 (the "Long Stop Date") or such later date (if any) as APC and Green Compliance may, with the consent of the Panel, agree and (if required) the Court may approve.

2. The Scheme is conditional upon satisfaction of the following Conditions:

(a) approval of the Scheme by a majority in number of the Relevant Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting or at any reconvened Court Meeting following an adjournment, representing not less than 75 per cent. in value of the Scheme Shares so voted;

(b) the Special Resolutions being duly passed by the requisite majority at the General Meeting or at any reconvened General Meeting following an adjournment;

(c) all resolutions in connection with or required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Special Resolutions) being duly passed by the requisite majority at the General Meeting;

(d) the sanction of the Scheme (without modification or with modification as agreed by APC and Green Compliance) and the delivery for registration of the Scheme Court Order to the Registrar of Companies in England and Wales and the registration by the Registrar of Companies in England and Wales of the Court Order if so ordered; and

(e) the APC Resolution(s) being duly passed at the APC General Meeting or reconvened APC General Meeting following an adjournment.

3. In addition, the Offer is conditional on the following Conditions and, accordingly, the necessary actions to make the Scheme effective shall not be taken unless the following Conditions have been satisfied (or where applicable) waived:

(a) the London Stock Exchange having confirmed to APC (and such confirmation not having been withdrawn) that the New APC Shares will be admitted to trading on AIM;

(b) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, professional body, association, institution, environmental body or other body or person whatsoever in any jurisdiction (each a "Relevant Authority") having decided to take, institute, implement or threaten, and there not continuing to be outstanding, any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision, or taken any other steps, that would or might:

(i) make the Scheme or the acquisition or the proposed acquisition of any Green Compliance Shares or other securities in, or control or management of, Green Compliance or any other member of the Wider Green Compliance Group or the carrying on by any member of the Wider Green Compliance Group of its business void, unenforceable or illegal or directly or indirectly restrict, prohibit, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Scheme or the acquisition or the proposed acquisition of any Green Compliance Shares or other securities in, or control or management of, Green Compliance or any other member of the Wider Green Compliance Group or the carrying on by any member of the Wider Green Compliance Group of its business;

(ii) require, prevent or delay a divestiture by any member of the Wider APC Group of any Green Compliance Shares;

(iii) require, prevent or delay the divestiture or alter the terms of any proposed divestiture by any member of the Wider APC Group or by any member of the Wider Green Compliance Group of all or any part of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct all or any portion of their respective businesses or to own all or any portion of their respective assets or property;

(iv) impose any limitation on or result in a delay in the ability of any member of the Wider APC Group or of any member of the Wider Green Compliance Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or the equivalent in the Wider APC Group or of any member of the Wider Green Compliance Group respectively or to exercise management control over any such member;

(v) require any member of the Wider APC Group or any member of the Wider Green Compliance Group to offer to acquire directly or indirectly any shares or other securities in any member of the Wider Green Compliance Group owned by any third party;

(vi) affect adversely the assets, business, profits, financial or trading position or prospects of any member of the Wider APC Group or any member of the Wider Green Compliance Group to an extent which is material in the context respectively of the Wider Green Compliance Group or the Wider APC Group;

(vii) result in any member of the Wider Green Compliance Group or any member of the Wider APC Group ceasing to be able to carry on business under any name under which it presently carries on business;

(viii) otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise to a material extent interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Green Compliance or any member of the Wider Green Compliance Group; or

(ix) impose any material limitation on the ability of any member of the Wider APC Group or of any member of the Wider Green Compliance Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider APC Group and/or the Wider Green Compliance Group to an extent which is material in the context respectively of the Wider Green Compliance Group or the Wider APC Group,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, implement, threaten or institute any such action, proceedings, suit, investigation, enquiry or reference under the laws of any jurisdiction having expired, lapsed or been terminated;

(c) all necessary filings, notifications or applications having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with or obtained, in each case in respect of the Scheme or the acquisition or the proposed acquisition of any Green Compliance Shares or other securities in, or control or management of, Green Compliance or any other member of the Wider Green Compliance Group or the carrying on by any member of the Wider Green Compliance Group of its business;

(d) all authorisations, orders, grants, recognitions, confirmations, consents, clearances, licences, permissions, exemptions and approvals ("Authorisations") necessary or appropriate or required for or in respect of the Scheme or the acquisition or the proposed acquisition of any Green Compliance Shares or other securities in, or control or management of, Green Compliance or any other member of the Wider Green Compliance Group or to carry on the business of any member of the Wider Green Compliance Group or APC having been obtained, in terms and in a form satisfactory to APC, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the Wider Green Compliance Group or APC has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(e) save as Disclosed to APC, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Green Compliance Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject and which, in consequence of the Scheme or the Offer or the acquisition or proposed acquisition of any Green Compliance Shares or other securities in, or control or management of, Green Compliance or any other member of the Wider Green Compliance Group, or the issuance or proposed issuance of New APC Shares to Scheme Shareholders, or otherwise, could or might result in, or might reasonably be expected to result in:

(i) any monies borrowed by, or any other indebtedness (actual or contingent) of any such member of the Wider Green Compliance Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, arrangement, licence, permit or other instrument, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii) the interests or business of any member of the Wider Green Compliance Group in or with any other person, firm, company or body (or any arrangements relating to such interests or business) being terminated, modified or adversely affected;

(iii) any material assets of any member of the Wider Green Compliance Group being or falling to be disposed of or charged in any manner howsoever or any right arising under which any such asset or interest could be required to be disposed of or charged in any manner howsoever;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Green Compliance Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(v) any such agreement, arrangement, licence, permit or other instrument, or the rights, liabilities, obligations or interests of any member of the Wider Green Compliance Group thereunder, being, or becoming capable of being, terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(vi) any liability of any member of the Wider Green Compliance Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(vii) the rights, liabilities, obligations, interests or business of any member of the Wider Green Compliance Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Green Compliance Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected in a manner that is materially adverse to the Wider Green Compliance Group as a whole;

(viii) any member of the Wider Green Compliance Group ceasing to be able to carry on business under any name under which it presently carries on business;

(ix) the value of, or the financial or trading position or prospects of, any member of the Wider Green Compliance Group being prejudiced or adversely affected; or

(x) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Green Compliance Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit or other instrument to which any member of the Wider Green Compliance Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(d)(i) to (x);

(f) no member of the Wider Green Compliance Group having since 31 March 2013, save as Disclosed to APC:

(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell or authorised or proposed the transfer or sale of, Green Compliance Shares out of treasury;

(ii) recommended, declared, paid or made or proposed to declare, pay or make any bonus issue, dividend or other distribution in respect of the share capital of Green Compliance;

(iii) merged with any body corporate or implemented, effected, authorised, proposed or announced any intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, partnership, joint venture, scheme, commitment, acquisition, disposal, transfer, mortgage or charge of or granting of any security over assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;

(v) issued, authorised or proposed or announced an intention to authorise or propose the issue of any debentures or made any change in or to the terms of any debentures or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Green Compliance Group taken as a whole;

(vi) entered into, varied or authorised any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or could reasonably be expected to be materially restrictive or onerous on the business of any member of the Wider Green Compliance Group and which is material in the context of the Wider Green Compliance Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Green Compliance Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including in relation to any personal defined contribution or defined benefit pension scheme) relating to the employment or termination of employment of any employee of the Wider Green Compliance Group;

(ix) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xi) (other than in connection with the Scheme) made any alteration to its memorandum or articles of association;

(xii) waived or compromised or settled any claim in respect of the Wider Green Compliance Group which is material in the context of the Wider Green Compliance Group taken as a whole; or

 (xiv) entered into any contract, commitment or agreement to, or passed any resolution with respect to, or announced any intention to, or to propose to, effect any of the transactions or events referred to in this paragraph;

(g) since 31 March 2013, and save as Disclosed to APC:

(i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Green Compliance Group which in any such case is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Green Compliance Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced or instituted or remaining outstanding in respect of any member of the Wider Green Compliance Group and which in any such case is likely to adversely affect any member of the Wider Green Compliance Group to an extent which is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole;

(iii) no enquiry or investigation by, or complaint or reference to, any Relevant Authority having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Green Compliance Group which is, or which might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole; or

(iv) no contingent or other liability having arisen or been incurred or become apparent or increased which is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole;

(h) save as Disclosed to APC, APC not having discovered:

(i) that any financial or business or other information concerning the Wider Green Compliance Group disclosed at any time, whether publicly or otherwise, by or on behalf of any member of the Green Compliance Group, to APC or its advisers is misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole;

(ii) that any partnership, company or other entity in which any member of the Wider Green Compliance Group has an interest and which is not a subsidiary undertaking of Green Compliance is subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the Wider Green Compliance Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Green Compliance Group to an extent which is material in the context of the Wider Green Compliance Group taken as a whole;

(i) save as Disclosed to APC, APC not having discovered that:

(i) any past or present member of the Wider Green Compliance Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority or all contractual provisions relating in each case to the protection of the environment or planning or health and safety including those relating to the storage, carriage, disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or harm human health which non compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Green Compliance Group or APC which is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole or APC (as appropriate);

(ii) there has been a disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land, or other asset, owned, occupied, managed or made use of at any time by any past or present member of the Wider Green Compliance Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Green Compliance Group or the Wider APC Group which in any such case is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole;

(iii) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Green Compliance Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction which in any such case is, or might reasonably be expected to be, material in the context of the Wider Green Compliance Group taken as a whole; or

(iv) any member of the Wider Green Compliance Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation.

Certain Further Terms of the Offer

1. If APC is required by the Panel to make an offer for Green Compliance Shares under the provisions of Rule 9 of the Takeover Code, APC may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

2. Except with the consent of the Panel, the Offer will not proceed if:

(i) the European Commission initiates proceedings in respect of the proposed acquisition of Green Compliance by APC under Article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a competent authority of the United Kingdom under Article 9(1) of that regulation; or

(ii) there is a referral to the UK Competition and Markets Authority in respect of the proposed acquisition of Green Compliance by APC.

3. APC reserves the right to elect (subject to the consent of the Panel) to implement the acquisition of the Green Compliance Shares by way of a contractual offer as an alternative to the Scheme in accordance with paragraph 8 of Appendix 7 of the Takeover Code. In such event, the acquisition will be implemented by APC and/or a wholly-owned subsidiary of APC on substantially the same terms as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at such percentage of the shares to which such offer relates, being more than 50 per cent., as APC may decide.

4. To the extent permitted by law and subject to the requirements of the Takeover Panel, APC reserves the right to waive all or any of Conditions 3 (b) to (h) in whole or in part. APC shall be under no obligation to waive or to treat as fulfilled any of Conditions 3 (b) to (h) (inclusive) by a date earlier than the Long Stop Date notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5. In the event that the Offer is implemented by way of a contractual offer, the Green Compliance Shares acquired under the Offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

6. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7. The availability of the New APC Shares to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8. The New APC Shares to be issued under the Scheme will be issued credited as fully paid and will rank in full for all dividends and other distributions, if any, declared, made or paid after the date of the Announcement and otherwise shall rank parri passu with the issued ordinary shares in APC.

9. Fractions of New APC Shares will not be allotted or issued to Scheme Shareholders but the entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New APC Shares.

10. The Offer price is offered on the basis that Green Compliance Shareholders will not receive any further dividends beyond 29 July 2014. If any additional dividend were to be declared, the Offer price would be adjusted downwards on an equivalent basis.

11. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

12. Under Rule 13.5 of the Takeover Code, APC may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to APC in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2 and 3(a) are not subject to this provision of the Takeover Code.

13. Under Rule 13.6 of the Takeover Code, Green Compliance may not invoke or cause or permit APC to invoke any condition to the Offer unless the circumstances which give rise to the right to invoke the condition are of material significance to the Green Compliance Shareholders in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2 and 3(a) are not subject to this provision of the Takeover Code.

14. The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange (including the AIM Rules).

Definitions

"Disclosed to APC": (i) disclosed via a Regulatory Information Service at or before 5.30 p.m. on 29 July 2014 by or on behalf of Green Compliance; (ii) fairly disclosed by or on behalf of Green Compliance in documents made available to APC or its advisers at or before 5.30 p.m. on 29 July 2014; or (iii) fairly disclosed in the annual report and accounts of Green Compliance for the financial year ended 31 March 2013;

"Wider Green Compliance Group": Green Compliance, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Green Compliance and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent;

"Wider APC Group": APC, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which APC and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent;

"subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act 2006

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

a) financial information relating to Green Compliance and the Green Compliance Group has been extracted, without material adjustment, from the audited consolidated financial statements of Green Compliance for the relevant financial year. Other information relating to Green Compliance has been extracted or derived from the Company's Regulatory News Service (RNS) announcements and website (www.greencomplianceplc.com) and/or from the Green Compliance Directors;

b) financial information relating to APC and the APC Group has been extracted, without material adjustment, from the audited consolidated financial statements of APC for the relevant financial year. Other information relating to APC has been extracted or derived from the Company's RNS announcements and website (www.apc-plc.co.uk) and/or from the APC Directors;

c) the value attributed to Green Compliance's existing issued share capital is based on the indicative Offer price (as described in paragraph (g) below) and the number of Green Compliance Shares currently in issue, being 475,875,829 ordinary shares of 1p each in issue and admitted to trading on AIM under the ISIN reference GB00B54DP718;

d) unless otherwise stated, all prices quoted for Green Compliance Shares and APC Shares are closing middle market prices and are derived from the AIM Appendix of the Daily Official List;

e) the three month average Closing Price for APC Shares is calculated by summing the closing middle market prices (see paragraph (d) above) over the three month period to 29 July 2014 and dividing by the number of trading days in this period;

f) the discount calculations are based on the indicative Offer price (as described in paragraph (g) below) and the closing middle market price of 1.35p per Green Compliance Share on 29 July 2014, the last Business Day prior to the date of this announcement; and

g) the indicative Offer price per Green Compliance Share is based on the ratio of 2 New APC Shares received for every 71 Green Compliance Shares under the terms of the Offer (rounded down to the nearest whole number of APC Shares) and has been calculated with reference to the closing middle market prices of 35.50p and 1.35p per APC Share and Green Compliance Share respectively on 29 July 2014, the last Business Day prior to the date of this announcement.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

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.

APC Shareholders in respect of the APC Resolution(s)

Irrevocable undertakings to vote in favour of the APC Resolution(s) at the APC General Meeting have been secured from the holders of 29,077,170 APC Shares (including all members of the APC Board) representing approximately 49.66 per cent. of the APC Shares in issue at the date of this announcement:

The irrevocable undertakings will continue to be binding in the event that the Offer is to be implemented by way of a contractual takeover offer. The irrevocable undertakings will cease to be binding if the Scheme does not proceed in accordance with its terms or is amended or lapses or is withdrawn.

APPENDIX IV

DEFINITIONS

In this announcement, unless inconsistent with the subject or context or defined otherwise under the Scheme, the following expressions bear the following meanings:

END