APC Technology Group PLC Further Irrevocable Undertaking Received (9712O)

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: [phone] 
  Mark Robinson, Chief Executive Officer 
  Hugh Edmonds, Interim CFO 
 Strand Hanson Limited - Nominated and Financial   Tel: [phone] 
  Adviser to APC 
  James Harris / Angela Hallett / Ritchie Balmer 
 Northland Capital Partners Limited - Broker to    Tel: [phone] 
  APC 
  John Howes / Alice Lane 
 Redleaf Polhill - Financial PR to APC             Tel: [phone] 
  Rebecca Sanders-Hewett / David Ison 
 Green Compliance plc 
  Bob Holt, Chairman and Chief Executive             Tel: [phone] 
  Richard Hodgson, Chief Operating Officer           816 
                                                     Tel: [phone] 
                                                     924 
 N+1 Singer - Nominated and Financial Adviser      Tel: [phone] 
  and Broker to Green Compliance 
  Andrew Craig / Ben Wright / Alex Wright 
 Gable Communications Limited - Financial PR to    Tel : [phone] 
  Green Compliance                                  7463 
  John Bick                                         or [phone] 
 

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

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