Green Compliance PLC Results of Court Meeting and General Meeting (9586Q)

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

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