TIDMGCO TIDMAPC
RNS Number : 9713O
Green Compliance PLC
13 August 2014
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
13 August 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
Posting of Scheme Document
On 30 July 2014, the boards of APC Technology Group PLC ("APC")
and Green Compliance plc ("Green Compliance") announced 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.
Green Compliance is today distributing a circular to Green
Compliance Shareholders in connection with the Offer, containing,
amongst other things, the full terms of, and conditions to, the
Scheme, an explanatory statement pursuant to section 897 of the
Companies Act 2006, an expected timetable of principal events and
details of the actions to be taken by Green Compliance Shareholders
("Scheme Document"), together with the Forms of Proxy for the Court
Meeting and the General Meeting.
In order to become effective, the Scheme must be approved at the
Court Meeting (at which voting will be conducted by way of a poll)
by the passing of a resolution by a majority in number of the
Relevant Shareholders, present and voting, either in person or by
proxy, at such meeting, representing not less than 75 per cent. in
value of the Scheme Shares held by such Relevant Shareholders.
Green Compliance is seeking approval for an amendment to the
Articles in connection with the Scheme at the General Meeting. In
order for the Green Compliance Loan Note holders to be bound by the
proposed amendment to the Articles 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 each
class of the outstanding Green Compliance Loan Notes.
Green Compliance notes APC's announcement today that 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.
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.
Both the Court Meeting and the General Meeting will be held at
the offices of N+1 Singer at One Bartholomew Lane, London EC2N 2AX
on 5 September 2014, with the Court Meeting to commence at 10.00
a.m. and the General Meeting to commence at 10.15 a.m. (or, if
later, as soon as the Court Meeting has been concluded or
adjourned). Notices of the Court Meeting and the General Meeting
are set out in the Scheme Document.
Timetable
The expected timetable of principal events for the
implementation of the Scheme is attached as an appendix to this
announcement. If any of the key dates set out in the timetable
change, Green Compliance will give notice of this change by issuing
an announcement via a Regulatory Information Service.
Information for Shareholders
Details of the Meetings to be held and the action to be taken in
respect of the Scheme are set out in the section entitled "ACTION
TO BE TAKEN", starting on page 12 of the Scheme Document. Green
Compliance Shareholders will find accompanying the Scheme Document
a BLUE Form of Proxy for use at the Court Meeting and a WHITE Form
of Proxy for use at the General Meeting.
Whether or not they intend to be present at either Meeting,
Green Compliance Shareholders are urged to complete, sign and
return both the BLUE Form of Proxy for the Court Meeting and the
WHITE Form of Proxy for the General Meeting in accordance with the
instructions printed on the respective forms.
It is important that as many votes as possible are cast, either
in person or by proxy, so that the court can be satisfied that
there is a fair and reasonable representation of Relevant
Shareholder opinion. Green Compliance Shareholders are therefore
strongly urged to exercise their rights by completing the forms of
proxy applicable to them or by attending the meetings and voting in
person.
If the BLUE Form of Proxy for the Court Meeting is not lodged by
10.00 a.m. on 3 September 2014, it may be handed to the Registrar,
Neville Registers, on behalf of the Chairman of the Court Meeting,
at the start of the Court Meeting.
However, the WHITE Form of Proxy for the General Meeting must be
received by the Registrar by 10.15 a.m. on 3 September 2014 in
order for it to be valid or, if the General Meeting is adjourned,
not later than 48 hours before the time fixed for the holding of
the adjourned meeting.
If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the adjourned meeting will be 6.00 p.m.
on the day which is two Business Days before the date fixed for the
adjourned meeting.
The General Meeting will commence at 10.15 a.m. on 5 September
2014 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
All references to time in this announcement are to UK time.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings
ascribed to them in the Scheme Document.
Shareholder Helpline
If Green Compliance Shareholders have any questions relating to
the completion or return of the Forms of Proxy, they should
telephone Neville Registrars between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday on 0121 585 1131 or, if calling from
outside UK, + 44 121 585 1131. Please note that calls to this
number may be monitored or recorded and no advice on the Offer can
be given. Calls to this number are charged at your network
provider's standard rate. Calls from mobile phones or those made
from overseas will cost considerably more.
The Green Compliance Shareholder helpline is available to answer
questions regarding the completion and return of the Forms of
Proxy. However, the helpline cannot provide advice on the merits of
the Offer or give any financial, legal or tax advice.
Cancellation of Admission to trading on AIM of Green Compliance
Shares
Unless the Meetings are adjourned, it is expected that the last
day of dealings in, and for registration of transfers of, Green
Compliance Shares will be 11 September 2014, and dealings in Green
Compliance Shares will be suspended with effect from 7.30 a.m. on
12 September 2014.
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 at 7.00 a.m. on 15
September 2014.
If the Scheme becomes effective, the Green Compliance Shares
will be transferred to APC fully paid and free from all liens,
equitable interests, charges, encumbrances and other third party
rights of any nature whatsoever and together with all rights
attaching to them, including the right to receive and retain all
dividends and distributions (if any) declared, made or payable
after the Effective Date. Green
Compliance will not declare, make or pay any dividends or
distributions prior to the Effective Date.
Enquiries:
Green Compliance plc
Bob Holt, Chairman and Chief Executive Tel: +44 (0)
Richard Hodgson, Chief Operating Officer 7778 798 816
Tel: +44 (0)
7880 787 924
N+1 Singer - Nominated and Financial Adviser Tel: +44 (0)
and Broker to Green Compliance 20 7496 3000
Andrew Craig / Ben Wright / Alex Wright
Gable Communications Limited - Financial PR to Tel : +44 (0)
Green Compliance 20 7193 7463
John Bick or +44 (0) 7872
061 007
APC Technology Group PLC Tel: +44 (0)
Mark Robinson, Chief Executive Officer 1634 290588
Strand Hanson Limited - Nominated and Financial Tel: +44 (0)
Adviser to APC 20 7409 3494
James Harris / Angela Hallett / James Dance
Northland Capital Partners Limited - Broker to Tel: +44 (0)
APC 20 7796 8800
John Howes / Alice Lane
Redleaf Polhill - Financial PR to APC Tel: +44 (0)
Rebecca Sanders-Hewett / David Ison 20 7382 4730
Further Information
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.
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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE SCHEME OFFER WILL BE MADE
SOLELY BY MEANS OF THE SCHEME DOCUMENT, WHICH WILL CONTAIN THE FULL
TERMS AND CONDITIONS OF THE OFFER, INCLUDING DETAILS OF HOW TO VOTE
IN RESPECT OF THE OFFER. ANY VOTE IN RESPECT OF THE SCHEME OR OTHER
RESPONSE IN RESPECT OF THE OFFER SHOULD BE MADE ONLY ON THE BASIS
OF INFORMATION CONTAINED IN THE SCHEME DOCUMENT. GREEN COMPLAINCE
SHAREHOLDERS ARE ADVISED TO READ THE SCHEME DOCUMENT IN RELATION TO
THE OFFER CAREFULLY.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Overseas Shareholders
The availability of the Offer for Overseas Shareholders may be
affected by the laws of the relevant jurisdiction in which they are
located or of which they are citizens. Overseas Shareholders should
inform themselves about and observe any applicable legal or
regulatory requirements of their jurisdictions. It is the
responsibility of each Overseas Shareholder to satisfy himself as
to the full observance of the laws of the relevant jurisdiction in
connection with the Scheme, including the obtaining of any
governmental, exchange control or other consents which may be
required, or the compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer
or other taxes due in such jurisdiction.
The Scheme Document and the accompanying documents have been
prepared for the purpose of complying with English law and the City
Code. The Scheme Document and the conditions and further terms set
out in this document are governed by English law and are subject to
the jurisdiction of the English courts. Therefore, the information
disclosed in the Scheme Document may not be the same as that which
would have been disclosed if this document had been prepared in
accordance with the laws and regulations of any other jurisdiction.
Custodians, nominees and trustees should observe these restrictions
and should not send or distribute this document or the accompanying
documents in or into any such Restricted Jurisdiction.
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.
Forward-looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Each of Green Compliance and the APC, and each of
their respective members, directors, officers, employees, advisers
and any person acting on their behalf, expressly disclaims any
intention or obligation to update or revise any forward-looking or
other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
Neither Green Compliance, APC, nor their respective members,
directors, officers or employees, advisers or any person acting on
their behalf, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Publication on website and availability of hard copies
A copy of this announcement, the Scheme Document and the Forms
of Proxy 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. For the
avoidance of doubt, the content of those websites are not
incorporated by reference and does not form part of this
announcement.
You may request a hard copy of this announcement and/or the
Scheme Document, together with any information expressly
incorporated by reference in the Scheme Document, and any of the
accompanying documents by contacting Green Compliance at 2 Derwent
Close, Warndon, Worcester WR4 9TY or by telephoning 01905 731609.
Relevant documents will be posted within two Business Days of
receipt of such a request.
In accordance with Rule 26.1 of the Takeover Code, the
undertakings referred to in this announcement 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.
Appendix
Expected Timetable of Principal Events
The following timetable sets out the expected dates for
implementation of the Offer (some of which are indicative):
Time and/or
date1
Event 2014
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form)(2) 10:00 a.m. on
3 September
General Meeting (WHITE form) 10:15 a.m. on
3 September
Voting Record Time for the Meetings(3) 6:00 p.m. on
3 September
Court Meeting 10:00 a.m. on
5 September
General Meeting(4) 10:15 a.m. on
5 September
APC General Meeting 11:00 a.m. on
5 September
Latest date for passing of the 11 September
Written Resolution
Last day of dealings in, and registration 11 September
of transfers in CREST of Green
Compliance Shares
Scheme Record Time 6:00 p.m. on
11 September
Green Compliance Shares suspended 7:30 a.m. on
12 September
Scheme Court Hearing to sanction 12 September
the Scheme
Effective Date of the Scheme 12 September
Cancellation of admission of Green 7:00 a.m. on
Compliance Shares on AIM 15 September
Admission of the New APC Shares 8:00 a.m. on
to trading on AIM 15 September
Crediting of New APC Shares to 15 September
CREST accounts
Latest date for despatch of the 26 September
share certificates of the New APC
Shares to be issued to Green Compliance
Shareholders
The date by which the Scheme must 31 December
become unconditional and effective,
failing which it will lapse(5)
Unless otherwise indicated, all references in
this document to times are to London times.
Notes
1. The dates and times above are indicative only and will
depend, inter alia, on the date on which: (i) the Conditions are
either satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme; and (iii) the Scheme
is registered by the Registrar of Companies in England and Wales.
If any of the expected dates change, Green Compliance will give
adequate notice of any change by issuing an announcement through a
Regulatory Information Service.
2. The BLUE Form of Proxy for the Court Meeting may
alternatively be handed to the Registrar on behalf of the Chairman
of the Court Meeting at the start of the Court Meeting.
3. If either of the Meetings are adjourned by more than 48
hours, then the Voting Record Time for the reconvened Meeting will
be 6.00 p.m. on the day which is two Business Days before such
reconvened Meeting.
4. If the Court Meeting has not been concluded or adjourned
prior to the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
5. This date may be extended by agreement between APC and Green
Compliance with the consent of the Panel and (if required) the
approval of the Court.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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