TIDMAPC TIDMGCO
RNS Number : 9712O
APC Technology Group PLC
13 August 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
13 August 2014
FOR IMMEDIATE RELEASE
RECOMMENDED ALL SHARE OFFER
BY
APC TECHNOLOGY GROUP PLC ("APC")
FOR
GREEN COMPLIANCE PLC ("GREEN COMPLIANCE")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
FURTHER IRREVOCABLE UNDERTAKING RECEIVED
Further to the announcement regarding the recommended offer (the
"Offer") made by APC for Green Compliance on 30 July 2014 (the
"Announcement"), APC has received an irrevocable undertaking from
Henderson Global Investors, an institutional shareholder who, in
its capacity as discretionary investment manager, holds 60,367,007
Ordinary Shares, representing approximately 12.69 per cent. of the
current issued share capital of Green Compliance, to vote in favour
of all the resolutions to be proposed at the Green Compliance Court
Meeting and General Meeting (the "Resolutions").
Accordingly, irrevocable undertakings to vote in favour of the
Resolutions have now been received by APC in respect of 232,444,249
Ordinary Shares in aggregate, representing 48.85 per cent. of the
current issued share capital of Green Compliance.
A full schedule of the irrevocable undertakings received,
correct as at the time of this announcement, is attached as an
Appendix.
Please note that all percentages have been rounded to two
decimal places.
Capitalised terms in this announcement are, unless otherwise
defined, as set out in the Announcement.
Enquiries:
APC Technology Group PLC Tel: +44 (0) 1634 290588
Mark Robinson, Chief Executive Officer
Hugh Edmonds, Interim CFO
Strand Hanson Limited - Nominated and Financial Tel: +44 (0) 20 7409 3494
Adviser to APC
James Harris / Angela Hallett / Ritchie Balmer
Northland Capital Partners Limited - Broker to Tel: +44 (0) 20 7796 8800
APC
John Howes / Alice Lane
Redleaf Polhill - Financial PR to APC Tel: +44 (0) 20 7382 4730
Rebecca Sanders-Hewett / David Ison
Green Compliance plc
Bob Holt, Chairman and Chief Executive Tel: +44 (0) 7778 798
Richard Hodgson, Chief Operating Officer 816
Tel: +44 (0) 7880 787
924
N+1 Singer - Nominated and Financial Adviser Tel: +44 (0) 20 7496 3000
and Broker to Green Compliance
Andrew Craig / Ben Wright / Alex Wright
Gable Communications Limited - Financial PR to Tel : +44 (0) 20 7193
Green Compliance 7463
John Bick or +44 (0) 7872 061 007
Appendix
IRREVOCABLE UNDERTAKINGS AND UNDERTAKING
Updated as at 13 August 2014
1. Green Compliance Directors
APC has received irrevocable undertakings from each of the Green
Compliance Directors (i) to vote or procure the vote in favour of
the Resolutions in respect of their entire beneficial holdings of
Green Compliance Shares amounting, in aggregate, to 35,545,576
Green Compliance Shares (representing approximately 7.47 per cent.
of the existing issued share capital of Green Compliance) (or, if
the Offer is to be implemented by way of a contractual takeover
offer, to accept or procure the acceptance of such offer) and (ii)
(as appropriate) to sign the relevant Written Resolution in respect
of all of their holdings of the 7.5 per cent. class of Green
Compliance Loan Notes (representing 37.5 per cent. of the
outstanding principal value of that class of Green Compliance Loan
Notes):
Name Number of Percentage Value of Percentage
Green Compliance of issued Green Compliance of 7.5% Loan
Shares share capital 7.5% Loan Notes
Notes (GBP)
Bob Holt 30,560,366 6.42% 50,000 25.0%
Richard Hodgson 2,230,541 0.47% 10,000 5.0%
John Charlton 2,243,337 0.47% 10,000 5.0%
Edward Brown 511,332 0.11% 5,000 2.5%
Total 35,545,576 7.47% 75,000 37.5%
2. Other Green Compliance shareholders
APC has also received irrevocable undertakings from certain
other Green Compliance Shareholders to (i) vote or procure the vote
in favour of the Resolutions in respect of their entire beneficial
holdings of Green Compliance Shares amounting to 196,898,673 Green
Compliance Shares (representing approximately 41.38 per cent. of
the existing issued share capital of Green Compliance) (or, if the
Offer is to be implemented by way of a contractual takeover offer,
to accept or procure the acceptance of such offer) and (ii) (as
appropriate) to sign the Written Resolution in respect of all of
their holdings of the 12 per cent. class of Green Compliance Loan
Notes (representing approximately 54.55 per cent. of the
outstanding principal value of that class of Green Compliance Loan
Notes):
Name Number of Percentage Value of Percentage
Green Compliance of issued Green Compliance of 12% Loan
Shares share capital 12% Loan Notes
Notes (GBP)
----------------------- ------------------ --------------- ------------------ -------------
Rockridge Investments 118,750,000 24.95% 300,000 54.55%
----------------------- ------------------ --------------- ------------------ -------------
Raymond Horney 17,781,666 3.74% - -
----------------------- ------------------ --------------- ------------------ -------------
Henderson Global
Investors(1) 60,367,007 12.69 - -
----------------------- ------------------ --------------- ------------------ -------------
Total 196,898,673 41.38% 300,000 54.55%
----------------------- ------------------ --------------- ------------------ -------------
Note:
1 In its capacity as discretionary investment manager
The irrevocable undertakings listed above will cease to be
binding in the event that there is a competing offer which values
the Green Compliance Shares at more than 10 per cent. higher than
the value under the Scheme and such offer is not matched by APC
within the normal time limits in the Code.
3. Availability on website
In accordance with Rule 26.1 of the Takeover Code, the
undertakings referred to in this Appendix are governed by English
law and copies will be available, no later than 12 noon on 14
August 2014 (being the business day following the date of this
announcement) on the websites of Green Compliance at
www.greencomplianceplc.com and APC at www.apc-plc.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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