OPP.L Regulatory News (OPP)

28 January 2011

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 placing of Convertible Zero-dividend Preference Shares

Origo Partners plc ("Origo" or the "Company") today announces a proposed fundraising of not less than US$60 million and up to a maximum of US$80 million by way of a placing (the "Placing") of new redeemable, convertible, zero-dividend preference shares (the "Convertible Preference Shares") in order to take advantage of new identified investment opportunities.

Following consultation with several existing institutional shareholders and potential new investors, the Directors consider that the proposed issue of Convertible Preference Shares will deliver a number of significant benefits to the Company and its investors, namely:

·; It will diversify the Company's sources of funding whilst minimising the level of dilution of existing ordinary shareholders' interests;

·; It will enable investors to participate in the potential future growth of both the Company's net asset value and share price;

·; It will offer a protected return for investors through the Convertible Preference Shares' redemption premium on maturity; and

·; It will provide the Company with significant additional funds to take advantage of new identified value enhancing investment opportunities.

The Convertible Preference Shares will on completion of the Placing be issued by the Company at an issue price of US$1, have a 5 year period to maturity from the date of issue, have no dividend entitlement but attract a redemption price at maturity of $1.28 (representing a gross redemption yield of 5.00%) and will be convertible into ordinary shares of the Company at 60p per ordinary share (an approximate 42% premium to the Company's ordinary share price as at the close of business on the week ending 21 January 2011). The zero-dividend nature of the Convertible Preference Shares will allow for the maximum amount of the funds raised in the Placing to be applied by the Company during their term to new investment opportunities. The Placing is to be on a non-pre-emptive basis, and only qualifying investors will be eligible to participate.

The Company will apply for admission of the Convertible Preference Shares to trading on AIM, a market of the London Stock Exchange ("Admission"). The Company will shortly publish a circular to shareholders and notice of general meeting, also comprising an AIM admission document in respect of the offering of Convertible Preference Shares, which will include further details on their terms. Shareholder approval will be required inter alia to constitute the Convertible Preference Shares in order to complete the Placing.

The Company has received a conditional commitment from Spearpoint Limited, an existing shareholder of the Company, to subscribe for US$60 million of Convertible Preference Shares under the Placing, subject to scaling back to the extent that existing and new investors subscribe for Convertible Preference Shares under the Placing. Spearpoint's commitment to subscribe for Convertible Preference Shares under the Placing is conditional on, inter alia, shareholders passing all necessary resolutions to constitute the Convertible Preference Shares and admission of the Convertible Preference Shares to AIM.

It is expected that the latest date for receipt of Placing commitments will be on or around 14 February 2011. An admission document is expected to be published shortly thereafter with Admission of the Convertible Preference Shares expected to commence on or about 15 March 2011.

Origo Partners CEO, Chris Rynning commented:

"The proposed placing provides an attractive means of raising funds for the Company whilst providing new and existing investors with an opportunity to participate in Origo's success. The placing will strengthen our balance sheet, broaden our shareholder base and enable us to accelerate our strategy of investing in new and existing opportunities in China and Mongolia."

Contacts:

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 ("TMT"). 

Significant shareholder notification

Under the AIM Rules for Companies an AIM company must make notification of any relevant changes to the shareholding of any significant shareholder. Spearpoint's conditional agreement with the Company constitutes a relevant change to its shareholding. Spearpoint's participation in the Placing is subject to scaling back to the extent other investors subscribe for Convertible Preference Shares but if Spearpoint subscribes for its maximum participation in the Placing its shareholding would increase from 4.8% to approximately 22% of the entire issue share capital of the Company (assuming all of the Convertible Preference Shares were converted).

IMPORTANT INFORMATION

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Services Authority (the "FSA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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 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, 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 Placing, 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 Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Convertible Preference Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum to inform themselves about, and to observe such restrictions.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

This Announcement, including the Appendix, is 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), Canada, Australiaor Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Convertible Preference Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the Convertible Preference Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Convertible Preference Shares have not been, and nor will they be, registered under with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Convertible Preference Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.

The Convertible Preference Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Convertible Preference Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Convertible Preference Shares should conduct their own due diligence on the Convertible Preference Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.