Plethora Solutions Holdings Plc Regulatory News (PLE)

Plethora Solutions Holdings PLC

("Plethora" or the "Company")

Agreement with Regent Pacific regarding out-licensing activities

The Company announces that it has agreed to terminate its arrangements with Sharwood Limited ("Sharwood") which contracted with the Company to provide assistance to Plethora in the out-licensing of PSD502™. These contractual obligations have been novated in favour of Regent Pacific Group Limited ("Regent Pacific ") in the form of a promissory note (the "Note"). The Note has been novated to Regent Pacific for a consideration of £2.4m which has been paid to Sharwood by Regent Pacific, a 29.5% shareholder in Plethora (including the interest held by Jim Mellon and Galloway Limited).

Background

The Company and Sharwood entered into a contract in 2013 (the "Contract") pursuant to which Sharwood was obliged to provide assistance to the Company in out-licensing PSD502. Under the Contract, Sharwood was entitled to royalties from the Company dependent upon the commercial success of relevant out-licensing transactions. Following the successful completion of the Recordati out-licensing deal in September 2014, the Company and Sharwood renegotiated the terms of the Contract. The Contract will be terminated by both Sharwood and the Company and the obligations replaced by the Note, the terms of which are less onerous upon the Company than the original Contract.

Terms of the Note

Regent Pacific is entitled, under the terms of the Note, to receive from the Company:

· amounts equal to 2.08% of the first €18,750,000 aggregate royalties received by Plethora;

· amounts equal to 3.12% of aggregate royalties received by Plethora between €18,750,000 and €30,000,000; and

· amounts equal to 4.56% of aggregate royalties received by Plethora above €30,000,000.

provided that, the total amount payable by Plethora to Regent Pacific shall in no circumstances exceed £4.8 million. To date Plethora has received €5 million from Recordati by way of a signing on payment.

In addition, Regent Pacific has the right to receive accelerated payments should Plethora or any of its licensed assets be subject to a change of control, which as detailed above, are capped at £4.8 million. These arrangements expire on the earlier of 15 September 2024 or when the cap of £4.8 million has been paid to Regent Pacific.

Under the AIM Rules the Transaction is considered a related party transaction by virtue of Regent Pacific being a substantial shareholder of Plethora. The Independent Director, being Mike Wyllie, considers that, having consulted with finnCap, being the Company's nominated adviser, the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.

About Plethora

Plethora is headquartered in the UK and is listed on the London Stock Exchange (AIM: PLE LN). Further information is available at www.plethorasolutions.co.uk 

Plethora is focused on commercializing PSD502™ for the treatment of premature ejaculation with strategic marketing partners and obtaining NDA approval for PSD502™ with the FDA.