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. 

FOR IMMEDIATE RELEASE

1 October 2019

RECOMMENDED CASH OFFER

for

APC TECHNOLOGY GROUP PLC ("APC")

by

SPECIALIST COMPONENTS LIMITED ("Specialist Components")

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006

Publication of Scheme Document

On 18 September 2019, the boards of directors of APC and Specialist Components announced that they had reached agreement on the terms of a recommended cash offer to be made by Specialist Components for the entire issued and to be issued share capital of APC (the "Offer").

It was also announced that the Offer would be effected by means of a Court-sanctioned scheme of arrangement between APC and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Offer (the "Scheme Document").

APC and Specialist Components are pleased to announce that the Scheme Document, together with the related Forms of Proxy, have been posted, or made available, to APC Shareholders and, for information purposes only, to persons with information rights and those holding options over APC Shares. The Scheme Document contains, amongst other things, a letter from the Chairman of APC, the full terms and conditions of the Scheme and the Offer, an explanatory statement in compliance with section 897 of the Companies Act 2006, notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the actions to be taken by APC Shareholders. APC Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Offer.

Copies of this announcement and the Scheme Document, together with information incorporated into it by reference to external sources, will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on APC's website at https://apcplc.com/investor-relations/recommended-cash-offer from no later than 12 noon (UK time) on 2 October 2019 up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of this, announcement.

Unless otherwise defined herein, all capitalised terms in this announcement shall have the meanings given to them in the Scheme Document.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, in order to become Effective, the Scheme requires, among other things: (i) the approval by a majority in number of Voting Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting, representing not less than 75 per cent. in value of the Voting Scheme Shares held by such Voting Scheme Shareholders present and voting at the Court Meeting (or any adjournment thereof); and (ii) APC Shareholders passing the Special Resolution to be proposed at the General Meeting. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will each be held at Shore Capital's offices at 4th Floor, Cassini House, 57 St James's Street, London, SW1A 1LD, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

The APC Directors, who have been so advised by Shore Capital, the Company's financial adviser, as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the APC Directors, Shore Capital has taken into account the commercial assessments of the APC Directors.  Shore Capital is providing independent financial advice to the APC Directors for the purposes of Rule 3 of the Code.  In addition, the APC Directors consider the terms of the Offer to be in the best interests of the APC Shareholders as a whole.

Accordingly, the APC Directors unanimously recommend that the Voting Scheme Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and that APC Shareholders vote in favour of the Special Resolution relating to the Proposals to be proposed at the General Meeting, as the APC Directors who currently hold or control APC Shares have irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 9,223,814 APC Shares (representing approximately 5.05 per cent. of the existing issued share capital of APC).

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF VOTING SCHEME SHAREHOLDERS' OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR SUBMIT YOUR FORMS OF PROXY ELECTRONICALLY AT THE REGISTRAR'S WEBSITE OR APPOINT A PROXY THROUGH THE CREST PROXY APPOINTMENT SERVICE (AS APPROPRIATE) AS SOON AS POSSIBLE.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. Subject to obtaining the approval of Voting Scheme Shareholders at the Court Meeting and APC Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become Effective on 1 November 2019.

The last day of dealings in, and registration of transfers of, APC Shares (other than the registration of the transfer of the Scheme Shares to Specialist Components pursuant to the Scheme) on AIM is expected to be on 31 October 2019 and no transfers will be registered after the Scheme Record Time, which is expected to be 6.00 p.m. on 31 October 2019. It is also intended that dealings in APC Shares will be suspended with effect from 7.30 a.m. on 1 November 2019. APC has also made an application to AIM for the cancellation of the admission to trading of APC Shares on AIM, which is expected to take effect at 7.00 a.m. on 4 November 2019.

The dates and times given above are indicative only and are based on APC's current expectations and may be subject to change. If any of the expected times and/or dates set out in the timetable change, APC will give notice of the revised times and/or dates to APC Shareholders by issuing an announcement through a Regulatory Information Service.  Such announcement will also be made available on APC's website at: https://apcplc.com/investor-relations/recommended-cash-offer/.

Helpline

If shareholders have any questions relating to the Scheme Document (or any information incorporated by reference into such document), the Meetings or the completion and return of the Forms of Proxy, they should telephone Neville Registrars on 0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m. UK time, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Enquiries:

Important Notice

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 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 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 and to the further terms and 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, including details of how APC Shareholders may vote at the Meetings in respect of the Proposals.  Any vote in relation to the Proposals or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Offer is made).  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 will be governed by the laws of England and Wales. The Scheme will be 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 will not be 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.

If Specialist Components were to elect to implement the Offer by means of a contractual takeover offer, rather than the Scheme, such offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder and otherwise in accordance with the Code. Such offer would be made in the US by Specialist Components and no one else.

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.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this announcement) contains certain statements that are, or may be deemed to be, forward-looking statements with respect to Specialist Components and/or APC. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Specialist Components' or APC's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Specialist Components' or APC's business. These statements are based on assumptions and assessments made by Specialist Components and/or APC (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Specialist Components nor APC undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent required by applicable law, the Panel or the Code.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No member of the Specialist Components Group or the APC Group nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of the Specialist Components Group or the APC Group. All subsequent oral or written forward-looking statements attributable to any member of the Specialist Components Group or the APC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

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.

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this announcement are UK times, unless otherwise stated.