Apc Technology Share Discussion Threads

[webpax] 15/12/2015 22:25

cheers playful, I will endeavour to be there.

[playful] 15/12/2015 21:37

Webpax, Feel free to join me at the AGM and you'll get your answers.

[jailbird] 15/12/2015 20:45

Advanced Power Components plc (AIM: APC) is pleased to announce that it has completed the acquisition of 25 per cent. of the issued share capital of Invisible Systems Limited ("ISL"), the cloud based, end-to-end monitoring and control solutions business focused on improving energy efficiency within the built environment, for a total consideration of £1,244,667 (the "Consideration") which comprises a £750,000 cash payment plus the issue of 1,558,007 new ordinary shares (the "New Ordinary Shares") in APC which, based on the mid-market closing price on 22 July 2013 of 31.75p, are valued at £494,667. The implied valuation for 100 per cent. of ISL is therefore approximately £4,978,669.

Also included within the share purchase agreement (the "SPA") are various put and call options (the "Put and Call Options") which, if exercised, could potentially result in APC acquiring 100 per cent. of ISL over the Put and Call Options exercise period (the "Exercise Period"). The Put and Call Options mechanism operates sequentially whereby the beneficial owners of the remaining 75 per cent. of ISL (the "Sellers") may initially require APC to purchase by way of up to two requests up to an initial additional 26 per cent. of the issued share capital of ISL thereby taking APC's ownership of ISL to 51 per cent. (the "First Put Option"). In the event, however, that the First Put Option is not exercised in full, such that following the exercise of this First Put Option, APC's aggregate holding is still less than 50 per cent., then APC has the right to exercise a call option allowing it to take its aggregate share holding up to 51% of the issued share capital (the "Call Option"). Further, should this Call Option be exercised, then the Sellers have the right to exercise a second put option (the "Second Put Option"), over such number of additional shares in ISL that the Sellers may choose, so that there is the possibility that APC may acquire the remaining 49 per cent. of the issued share capital of ISL that it does not already own following the optional exercise of the First Put Option and the Call Option.

The Exercise Period commences 1 October 2015 and ends 30 September 2020. The SPA contains a valuation mechanism (the "Valuation Mechanism") for the Put and Call Options based on ISL's earnings before interest, tax, depreciation and amortisation ("EBITDA"). The Valuation Mechanism implies a likely total consideration payable by APC for 100 per cent. of ISL following the exercise of the Put and Call Options to be between £2.4 million and £7.1 million. A cap of £15 million has, however, been agreed between the Sellers and APC on the aggregate value of the Consideration and the amount payable under the Put and Call Options should they be exercised in such a way that APC acquires 100 per cent. of ISL. Further, in the unlikely event that the aggregation of the Consideration and the Put and Call Options (if exercised) values ISL at a level that represents a reverse takeover under the AIM Rules, APC would seek shareholder approval prior to proceeding.

[webpax] 15/12/2015 20:22

playful, I don't think we can really second guess what ISL may or may not want, the fact is if the owners decide they want out they can force APC to buy. It just seems an unusual deal to commit to.

[playful] 15/12/2015 19:45

Webpax, I think it’s a fair question so will not chastise you.

ISL have a mutual interest in the success of APC so I don't envisage any issue and it runs until 2020 so they have no motivation to use the option now when the value in all likelihood will only increase along with the APC share price

[webpax] 15/12/2015 17:59

Simon not sure what you mean by the next four years as the PUT option is effective from 1st October 2015, so could happen anytime from now onwards?

If the acquisition is gaining revenue traction that makes it more expensive so compounds the problem as the price payable is based on performance.

I'm long here and think the company has a great future but was a bit worried when I found that RNS!

[simon templar qc] 15/12/2015 17:47

webpax

Really!

But did you know the latest acquisition is starting to gain revenue traction this year and rapidly grow thereafter?

Its all systems go in the new financial year the company firing on all cylinders.:

edit:

The company has the next four years to deal with all its debts and accrue cash.

[webpax] 15/12/2015 16:41

Just going back through old RNSs, the 25% acquisition of ISL is an odd one. Looks like ISL can force APC to buy another 26% of the company anytime between 1 October 2015 and 30 September 2020:



Not seen as a problem I guess back then, but could potentially cause a problem if it happened now in terms of funding/dilution?

[humblebynature] 15/12/2015 13:12

Zak Mir's Great Request Show: APC Technology Group,
By Zak Mir | Tuesday 15 December 2015

- See more at: hxxp://www.shareprophets.com/views/17251/zak-mir-s-great-request-show-apc-technology-group-futura-medical-velocys#sthash.Z7Ov1Jzn.dpuf

[humblebynature] 14/12/2015 15:43

i see APC Have set up a new twitter feed very interesting ,minimise have had 1 for a while worth keeping an eye on.

[humblebynature] 14/12/2015 15:31

Simon Templar QC You should come over 2 the london south east and post some comments as they would be appreciated and there is the normal fools lurking as per norm on every stock.gl and thanks

[humblebynature] 14/12/2015 12:30

More Press via our companyToday 12:29
Minimise Group ‏@minimisegroup 7m7 minutes ago
Minimise Solutions MD gives his take on what #COP21 will mean for UK businesses

[simon templar qc] 14/12/2015 12:28

Wouldn't surprise me if we see one of the tip sheets pick up on the company over or just after the New Year. They look for bombed out stocks set to fly, Its not the first time I have grabbed a 10 bagger.

[humblebynature] 14/12/2015 11:49

not so easy buying now looks like mms have wind of something

[driller50] 14/12/2015 11:41

Buying relentless and he is 50k man

[playful] 14/12/2015 11:30

Indeed....some astute folks around.

[humblebynature] 14/12/2015 11:28

Some stakebuilding going on here

[humblebynature] 14/12/2015 10:01

great stuff Simon Templar QC

[simon templar qc] 14/12/2015 09:37

I think you will find quite a lot of exceptional items in the account to year but they have already been priced in. As we go forward its the minimise group which will be motoring fast!

The distribution business however is also picking up steam now they indicated that in the TS lately.

The market look forward not back so I expect the shares to motor going forward.

[rinson] 14/12/2015 09:23

ST - I agree with most of your comments and am not surprised of the City interest. If this was an IPO I am certain it would be far better received and wonder how much the prosaic component arm is curtailing interest. Certainly it appears a very profitable business in its own right but by how much do you consider that the PE is being depressed as a result. No doubt without it APC would be in a poorer state financially but most future growth is perceived from the blue sky Minimise business. Bit of a chicken fox and corn scenario! Without APC Components Minimise would be long gone and without Minimise the share price would languish. Any thoughts?

[jailbird] 14/12/2015 09:03

Seems to me the climate agreement Will be good for them