TIDMGCO TIDMAPC
RNS Number : 9586Q
Green Compliance PLC
05 September 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
5 September 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
Results of Court Meeting and General Meeting
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.
The Directors of Green Compliance are pleased to announce that
all the resolutions proposed at the Court Meeting and the General
Meeting held earlier today were duly passed by the requisite
majorities.
As regards the Court Meeting the number of shareholders of Green
Compliance (and the shares held by them) voting for or against the
resolution (which was held on a poll) was as follows:-
For Against
----------------------- ------------------------ ---------------------
Shareholders 47 1
----------------------- ------------------------ ---------------------
Percentage of total
voting shareholders 97.92 2.08
----------------------- ------------------------ ---------------------
Shares 403,135,412 19,700,005
----------------------- ------------------------ ---------------------
Percentage of total
shares voted 95.34 4.66
----------------------- ------------------------ ---------------------
Percentage of total
issued share capital 84.71 4.14
----------------------- ------------------------ ---------------------
As regards the General Meeting the number of shares of Green
Compliance voted for or against the resolution (which was taken on
a show of hands and not a poll) was as follows:-
For Against
--------------------- ------------------- ----------------
Shares 250,543,528 19,703,405
--------------------- ------------------- ----------------
Percentage of total
shares voted 92.71 7.29
--------------------- ------------------- ----------------
Next steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions of the Scheme set
out in the Scheme Document dated 13 August 2014 (the "Scheme
Document") including, inter alia, the sanction of the Scheme by the
Court, which is expected to take place on 12 September 2014.
Accordingly, it is expected that trading in the Green Compliance
Shares on AIM will be suspended from 7.30 a.m. (London time) on 12
September 2014 and that, if the other conditions of the Scheme are
satisfied or waived, the admission of the Green Compliance Shares
to trading on AIM will be cancelled from 7.00 a.m. (London time) on
15 September 2014. The last day for dealings in Green Compliance
Shares will therefore be 11 September 2014. The New APC Shares, to
be allotted to existing Scheme Shareholders pursuant to the Scheme,
are expected to be admitted to trading on AIM on 15 September
2014.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings
ascribed to them in the Scheme Document.
Timetable
The expected timetable of principal events for the
implementation of the Scheme was set out on page 11 of the Scheme
Document and the expected timetable of remaining events is set out
below:
Time and/or
date(1)
Event 2014
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(2)
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. 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.
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.
Publication on website and availability of hard copies
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. 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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