OPP.L Regulatory News (OPP)

20 February 2013

Origo Partners plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Proposed extension to maturity of Convertible Zero-dividend Preference Shares

Origo Partners plc ("Origo" or the "Company") today announces proposals to extend the maturity of the Company's existing convertible zero-dividend preference shares ("C-ZDPs") by 18 months (together, the "Proposals").

The principle terms of the Proposals are:

·; Extending the maturity date of the C-ZDPs by 18 months from 8 March 2016 to 8 September 2017 (the "Extended Period");

·; Amending the final capital value ("FCV") of the C-ZDPs to $1.41 each, with the accrued rate of return for the Extended Period equivalent to 10% of the accrued value of the C-ZDPs at the start of the Extended Period;

·; A commitment to repurchase, by means of tender offers to holders, at least 12 million C-ZDPs by 8 March 2016, the original maturity date; and

·; Setting aside, for the funding of C-ZDPs tender offers, 50% of the next $24 million of net proceeds (post transaction costs and management incentives) from investment realisations by the Company.

The Proposals have followed consultation with several leading institutional holders of both the Existing C-ZDPs and the Company's ordinary shares.

The Company proposes to amend the articles of association of the Company to give effect to the Proposals, which will require the approval at a separate class meeting of the holders of the C-ZDPs and approval at a general meeting of the shareholders in the Company, in each case by 75% or more of eligible shareholders. The Company has received an irrevocable undertaking in respect to over 75% of the C-ZDPs that voting rights attaching to them will be exercised to vote in favour of the resolutions to implement the Proposals to be proposed at the shareholder meetings to be convened by the Company.

In addition to the Proposals, the Company intends to immediately repurchase approximately 3 million C-ZPDs from holders at a price of $1.00 per C-ZDP.

The Directors consider that the Proposals provide a number of significant benefits to the Company and its investors, namely:

·; The effective cost to the Company of the extension of the maturity date of the C-ZDPs is, in the Director's opinion, on attractive terms, being an accrued annual return of approximately 6.5% for the additional 18 month period; and

·; The extended redemption of the C-ZDPs provides the Company greater flexibility in respect of applying proceeds from future realisations to repurchases of ordinary shares as well as C-ZDPs.

Origo Partners CEO, Chris Rynning commented:

"Despite the C-ZDPs having over 3 years until their maturity date, we have an opportunity to extend their maturity on attractive terms. I believe this proposal is a prudent step that puts the Company in a stronger position to optimise shareholder value going forward and provides improved flexibility on how we manage our shareholders' capital."

Contacts:

Further information on the Proposals

Under the Proposals the Company will commit to repurchase, by means of tender offers to holders, at least 12 million C-ZDPs by 8 March 2016, the original maturity date. Tenders occurring after 8 September 2015 will be at a price per C-ZDP equal to the principal amount of the Convertible ZDP plus the accrued return implied by the FCV (in aggregate the "NAV") at the tender offer dates. Tenders occurring before 8 September 2015 will be at a price per C-ZDP equal to the NAV of the C-ZDP at the tender offer dates less 5%.

The Company will shortly publish a circular to shareholders in relation to the Proposals, setting out the proposed amendments to the Company's articles of association and notices of meetings. The circular is expected to be published on or about 28 February 2013 with the shareholder meetings expected to be on or about 18 March 2013.

As a result of Brooks Macdonald Asset Management (International) Limited's holding of C-ZDPs (approximately 80.5% of the C-ZDPs in issue), its' intended participation in the Company's C-ZDP repurchase through the sale of 3 million C-ZDPs and the Proposals, constitute transactions with a related party under the AIM Rules. The directors of the Company consider, having consulted with its nominated adviser Liberum Capital Limited, that the terms of these transactions are fair and reasonable insofar as shareholders of the Company are concerned.

About Origo Partners PLC: 

Origo is an established private equity investor and strategic consultancy business, which provides its shareholders with exposure to growth opportunities and private equity returns based on the China growth story.

Origo's business model is to generate capital gains from private equity investment in growth companies from which it also generates fees for consultancy services related to further fundraisings, M&A and strategic development. 

Origo has a significant portfolio of investments in a range of industrial sectors, including metals and mining, agriculture, renewable energy/clean tech and technology, telecom and media. 

IMPORTANT INFORMATION

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum Capital Limited or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Proposals, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Proposals or any other matter referred to herein.