Green Comp Share Discussion Threads

[21trader] 12/9/2014 08:15

Good riddance. Lots of lessons learn from these rip off merchants.

[battlebus2] 12/9/2014 08:13

Yep GCO shares no longer traded. Lets hope APC can quickly restore a little faith in this deal.

[butchcasio] 12/9/2014 08:10

Latest date for passing of the Written Resolution
11 September
Last day of dealings in, and registration of transfers in CREST of Green Compliance Shares
11 September
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 the Scheme
12 September
Effective Date of the Scheme
12 September
Cancellation of admission of Green Compliance Shares on AIM
7:00 a.m. on 15 September
Admission of the New APC Shares to trading on AIM
8:00 a.m. on 15 September
Crediting of New APC Shares to CREST accounts
15 September
Latest date for despatch of the share certificates of the New APC Shares to be issued to Green Compliance Shareholders
26 September
The date by which the Scheme must become unconditional and effective, failing which it will lapse2

31 December

[butchcasio] 25/8/2014 19:09

Started a new thread, guys.

feel free to join me or read the research, i post.

All the best.

[battlebus2] 20/8/2014 22:34

I agree the deal is the best we can expect, the shares mag tip last week summed it up nicely. Holding all of mine.

[butchcasio] 20/8/2014 22:29

Brownie.


This deal is a godsend, trust me.


We've been bought out and if The APC share price appreciates, which i expect it to do, then we'll be set.

The synergies make perfect sense. And the research i've done on both companies, keeps me invested here for the switchover.

[brownie69] 19/8/2014 16:25

I'm getting more positive about APC also.

Plus there will be good synergies in this deal. Not to mention cross selling opportunities between the various different customers that each company has.

[butchcasio] 08/8/2014 15:18

This is good news 21, you still haven't read the RNS have you.


APC are the best vehicle we can be in to succeed. As investors in the hydro industry.


All the best for the future.

[butchcasio] 08/8/2014 08:27

APC are the white Knight

[brownie69] 08/8/2014 08:25

I'm hoping for a white knight scenario at around 1.3p here which is only the free market value before the share price was hit by news of this deal.

[batham1] 01/8/2014 07:58

Yeah, think you're probably right...I'm holding. It's just that immediate feeling of not selling at 2p and getting back in at 1p...takes a while, time is a great healer.

[battlebus2] 01/8/2014 07:55

Yep while not pleased with the nature of the deal and the lack of communication with P.I's we have a great chance of getting some return and I do believe we can see a future APC share price of £1. I did hold APC shares before the deal.

[butchcasio] 01/8/2014 07:53

I'm pretty happy. Done loads of research and due diligence, this seems like the best option for everyone.


Makes sense to hold as APC will be able to realise the potential of GCO much quicker than GCO could alone.

Bought another tranche sub 1p when the opportunity was present.

:-)

[batham1] 01/8/2014 07:47

Feel a bit better after yesterday's bounce, and could be more to come with further good news over at APC?

[butchcasio] 31/7/2014 11:11

if you take the time to read the RNS, you'll be kicking yourself for not adding sub 1p

[brownie69] 31/7/2014 11:08

The other thing I guess is that this puts GCO into play. Thus nothing to stop someone else coming along and bidding say 1.3p all cash? In view of recent events that would get my vote now.

[butchcasio] 31/7/2014 10:58

well, you ain't getting them under 1p anymore. ;0

[callumross] 31/7/2014 10:38

Well said, Butch. APC rising as we speak and because of this the deal is now worth 1.1p per GCO share. Makes you wonder why you can still get them for under a penny! Not as if there is a material uncertainty as to the deal going ahead what with the board and major shareholders giving irrevocable undertakings to vote in favour. The only thing which would stop the deal going through is if APC are trumped with a higher offer (unlikely)in which case it is a win win situation by buying GCO sub 1p now.

[butchcasio] 31/7/2014 09:20

As APC rises, losses in GCO are being clawed back.

Silly to sell, APC looks a great platform for GCO. Buying GCO under 1p means buying APC for 35p a share.

[butchcasio] 31/7/2014 06:36

Well 21. APC will probably get you your money back. They've been on my watch list for a while. So although the discount is annoying. Not the end of the world.

This deal will allow the potential to be realised.

I guess sadly for you our Timeframes are different. Oh well. Just think. The improved liquidity well help you sell your holding. Only 3 weeks to wait.

[butchcasio] 30/7/2014 20:54

Basically, they've been trying to flog the water division and this is currently the best deal we can get.

[butchcasio] 30/7/2014 20:49

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.