TIDMAPC
RNS Number : 8470R
APC Technology Group PLC
31 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
31 October 2019
APC Technology Group PLC ("APC" or "the Company")
RECOMMED CASH OFFER
for
APC TECHNOLOGY GROUP PLC
by
SPECIALIST COMPONENTS LIMITED ("SPECIALIST COMPONENTS")
To be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement sanctioned by Court
The boards of directors of APC and Specialist Components are
pleased to announce that, at a hearing held earlier today, the High
Court of Justice in England and Wales (the "Court") sanctioned the
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") in connection with the recommended cash offer by
Specialist Components for the entire issued and to be issued share
capital of APC.
The Scheme remains conditional upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 1 November 2019 and a further announcement will be made at
that time.
The last day of dealings in, and for registration of transfers
and disablement in CREST of, Ordinary Shares is expected to be
today. The Scheme Record Time will be 6.00 p.m. (UK time)
today.
Following an application by APC to the London Stock Exchange, as
was previously announced on 1 October 2019, trading in the Ordinary
Shares will be suspended with effect from 7.30 a.m. (UK time)
tomorrow.
APC has also made an application to the London Stock Exchange
for the cancellation of the admission to trading on AIM of, and
cessation of dealings in, the Ordinary Shares, in each case to be
effective from 7.00 a.m. (UK time) on 4 November 2019.
On the Effective Date, share certificates in respect of the
Ordinary Shares will cease to be valid and entitlements to Ordinary
Shares held within the CREST system will be cancelled.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document relating to the Scheme dated 30
September 2019.
Enquiries:
APC Technology Group plc Tel: +44 (0)330 313 3220
Tony Lochery, Non-Executive Chairman
Richard Hodgson, Chief Executive Officer
Shore Capital Tel: +44 (0)207 408 4090
(Financial Adviser, Nominated Adviser and
Broker to APC)
Antonio Bossi
James Thomas
Specialist Components Limited Tel: +44 (0)207 640 3200
Jeremy Brade, Director
James Agnew, Director
Strand Hanson Limited Tel: +44 (0)207 409 3494
(Financial Adviser to Specialist Components
and Harwood Capital LLP)
Stuart Faulkner
Matthew Chandler
James Dance
Jack Botros
Important Notices
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Specialist Components and
Harwood Capital LLP and no-one else in connection with the
Proposals and other matters described in this announcement and will
not be responsible to anyone other than Specialist Components and
Harwood Capital LLP for providing the protections afforded to
clients of Strand Hanson Limited nor for providing advice in
relation to the Proposals, the contents of this announcement or any
other matter referred to herein. Neither Strand Hanson Limited nor
any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Strand Hanson Limited in
connection with this announcement, any statement contained herein
or otherwise.
Shore Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser, nominated adviser and broker to APC and
no-one else in connection with the Proposals and other matters
described in this announcement and will not be responsible to
anyone other than APC for providing the protections afforded to
clients of Shore Capital nor for providing advice in relation to
the Proposals, the contents of this announcement or any other
matter referred to herein. Neither Shore Capital nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
announcement, any statement contained herein or otherwise.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED 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
PURSUANT TO THE OFFER OR OTHERWISE, 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 Proposals are subject to the Conditions set out in the
Scheme Document. The Proposals are being made solely pursuant to
the disclosures and information contained in the Scheme Document
(or any other document by which the Offer is made) which, together
with the Forms of Proxy, contain the full terms and conditions of
the Proposals. APC Shareholders are advised to read the Scheme
Document (or any other document by which the Offer is made)
carefully because it contains important information in relation to
the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas jurisdictions
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales, 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 and regulations of
jurisdictions outside of England and Wales.
The Scheme is governed by the laws of England and Wales. The
Scheme is subject to the jurisdiction of the courts of England and
Wales. The Offer is also subject to the applicable requirements of
the Code, the Panel, the AIM Rules and the London Stock
Exchange.
Unless otherwise determined by Specialist Components or required
by the Code, and permitted by applicable law and regulation, the
Offer is not being made available directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this announcement, the
Scheme Document, the notices of Court Meeting and General Meeting,
the Forms of Proxy and all other documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction where to do so would violate the laws in such
jurisdictions. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
These materials are not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States.
APC and Specialist Components are incorporated under the laws of
England and Wales and all of the officers and directors of APC and
Specialist Components are residents of countries other than the
United States. Accordingly, it may not be possible to sue APC and
Specialist Components or their respective directors in a non-US
court for violations of US securities laws. It may also be
difficult to compel APC, Specialist Components and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
The Offer, being implemented by way of the Scheme, is being made
to acquire the entire issued and to be issued share capital of a
company incorporated in England and Wales by way of a scheme of
arrangement provided for under Part 26 of the Companies Act 2006. A
transaction effected by way of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the
US Securities Exchange Act of 1934, as amended. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement and takeover offers, which differ from the disclosure
requirements, style and format of US tender offer and proxy
solicitation rules. If Specialist Components determines to extend
the offer into the US, the Offer will be made in compliance with
applicable US laws and regulations. Financial information included
in the Scheme Document has been prepared in accordance with non-US
accounting standards that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved or disapproved the Offer, nor have such authorities passed
upon or determined the fairness of the Offer or the adequacy or
accuracy of the information contained in this announcement. Any
representation to the contrary is a criminal offence in the United
States.
If the Offer is required to be made in the US, it will be done
in compliance with the applicable tender offer rules under the US
Exchange Act.
No profit forecasts, quantified financial benefit statements or
estimates
No statement in this announcement (or any information
incorporated by reference into this announcement) is intended, or
is to be construed, as a profit forecast, profit estimate or
quantified financial benefit statement for any period. No statement
in this announcement should be interpreted to mean that earnings
per APC Share for the current or future financial years would
necessarily match or exceed the historical published earnings per
APC Share.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of APC or
of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) APC and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 p.m. (UK time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (UK time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of APC or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of APC or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of APC or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) APC and (ii) any securities
exchange offeror(s), save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (UK time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of APC or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by APC and by any
offeror and Dealing Disclosures must also be made by APC, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on APC's website at
https://apcplc.com/investor-relations/recommended-cash-offer/ by no
later than 12.00 noon (UK time) on the Business Day following the
date of publication of this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
APC Shareholders may request a hard copy of this announcement
(and any information incorporated by reference in this
announcement) free of charge by contacting Neville Registrars on
0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling
from outside the UK between 9.00 a.m. to 5.00 p.m. (UK time),
Monday to Friday (except public holidays in England and Wales) or
by submitting a request in writing to Neville Registrars at Neville
House, Steelpark Road, Halesowen B62 8HD. APC Shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Proposals should be in hard copy
form. Unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you.
Time
All times shown in this announcement are UK times, unless
otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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