TIDMAPC
RNS Number : 9984R
APC Technology Group PLC
01 November 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
1 November 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 becomes Effective
The boards of directors of APC and Specialist Components are
pleased to announce, further to the announcement of 31 October 2019
that the Court had sanctioned the Scheme, that a copy of the Scheme
Court Order sanctioning the Scheme was today delivered to the
Registrar of Companies, and, accordingly, the Scheme has now become
Effective in accordance with its terms. Therefore, the recommended
cash offer by Specialist Components for the entire issued and to be
issued share capital of APC has now become Effective in accordance
with its terms.
Under the terms of the Scheme, the consideration of 10 pence per
Ordinary Share due to Scheme Shareholders will be settled (in the
case of Scheme Shares held in uncertificated form, by CREST
accounts being credited) or despatched (in the case of Scheme
Shares held in certificated form by cheques being despatched) as
soon as practicable after today's date and in any event within the
next 14 days, and therefore by no later than 15 November 2019.
Trading on AIM of, and dealings, settlements and transfers in,
Ordinary Shares were suspended with effect from 7.30 a.m. (UK time)
today. It is expected that cancellation of the admission to trading
on AIM of, and cessation of dealings in, the Ordinary Shares will
be effective from 7.00 a.m. (UK time) on 4 November 2019.
As a result of the Scheme having become Effective, share
certificates in respect of the Ordinary Shares have ceased to be
valid and entitlements to Ordinary Shares held within the CREST
system are being 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.
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.
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
SOAEAFFFEFXNFFF
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November 01, 2019 07:40 ET (11:40 GMT)
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