Recommended Cash Offer for APC Technology
THIS PART OF THE WEBSITE RELATES TO THE 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 (THE “OFFER”).
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT APC HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR AGREEMENT OR DISAGREEMENT BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. IN PARTICULAR, THE INFORMATION CONTAINED IN THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR ANY INVITATION OR SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES PURSUANT TO THE OFFER OR OTHERWISE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. PLEASE NOTE THAT THIS PART OF THE WEBSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH APC REGARDS AS UNDULY ONEROUS.
The full terms and conditions of the Offer will be set out in the formal scheme document. In deciding whether or not to vote in favour of the Offer, shareholders of APC should rely only on the information contained and procedures described in the formal scheme document.
1. ACCESS TO INFORMATION RELATING TO THE OFFER
Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.
For regulatory reasons, APC must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. To allow you to view information about the Offer, you must read this notice and then click “I agree”. If you are unable to agree, you should click “I disagree” and you will not be able to view information about the Offer.
2. OVERSEAS PERSONS
Viewing or distributing the information contained in this part of the website may not be lawful in certain jurisdictions and may be restricted by law. Therefore, all persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. These materials are not directed at, or intended to be accessible by, persons resident in any jurisdiction where such action would constitute a violation of the relevant laws or regulations of that jurisdiction or would or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which APC regards as unduly onerous.
If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” button below.
3. NOTICE TO US INVESTORS
The Offer 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 (the “US Exchange Act”). Accordingly, the Offer 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 this part of the website has been or will have 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 a scheme of arrangement, 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.
APC is incorporated under the laws of England and Wales and all of the officers and directors of APC are residents of countries other than the United States. Accordingly, it may not be possible to sue APC or its directors in a non-US court for violations of US securities laws. It may also be difficult to compel APC and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
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 website. Any representation to the contrary is a criminal offence in the US.
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.
4. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER
The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to APC that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the website is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Offer or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful (“Restricted Jurisdiction”).
If you are an APC shareholder you should take no action based on the information available on this part of the website. Any action required by APC shareholders in connection with the Offer will only be set out in documents sent to or made available to APC shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents. No offer can be validly accepted by APC or its shareholders or any other persons by means of downloading a copy of any of the information from this website.
The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by APC or Specialist Components.
Copies of the contents of this part of the website (including documents posted thereon) are not being, and must not be, released or otherwise downloaded, forwarded, transmitted, transferred, distributed, sent or shared in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not release or otherwise download, forward, transmit, transfer, distribute, send or share them in, into or from a Restricted Jurisdiction.
5. FORWARD-LOOKING STATEMENTS
Some of the information contained in this part of the website contains certain statements that are, or may be deemed to be, forward-looking statements with respect to 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 APC’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on APC’s business. These statements are based on assumptions and assessments made by APC in light of its 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 specified date of the relevant document or announcement reproduced in this part of the website. APC undertakes no 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 UK Panel on Takeovers and Mergers 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.
Neither APC nor any of its group companies, 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 contained in this website will actually occur.
Except as expressly provided, no forward-looking or other statements have been reviewed by APC’s auditors. All subsequent oral or written forward-looking statements attributable to APC, or any member of its group, its associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of APC is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the website speak only at the specified date of the relevant document or announcement. Subject to any continuing obligations under applicable law APC expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of APC or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are an APC shareholder and you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, RELEASED TO, FORWARDED TO, TRANSMITTED TO, TRANSFERRED TO, DISTRIBUTED TO, SENT TO, OR SHARED WITH (DIRECTLY OR INDIRECTLY, BY ANY MEANS INCLUDING BY ELECTRONIC TRANSMISSION) ANY PERSON EITHER IN WHOLE OR IN PART WHERE SUCH ACTION WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH APC REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO APC THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
7. GOVERNING LAW
This notice shall be governed by, and interpreted in accordance with, English law.
8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I represent and warrant to APC that I intend to access this part of the website legally and for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.
I agree that I will not forward, transmit, transfer, distribute, share (directly or indirectly, by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such action would or may constitute a breach of any applicable local laws or regulations or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which APC regards as unduly onerous.