29 Aug 2014 16:21
29 August 2014
Plethora Solutions Holdings PLC
("Plethora" or the "Company")
Conditional Subscription to raise £2.3 million at 9 pence per share
Further to the announcement made earlier today, Plethora Solutions Holdings plc (AIM: PLE) is pleased to announce that Regent Pacific Group Limited ("Regent Pacific") has conditionally subscribed for a total of 25,299,490 new Ordinary Shares (the "Regent Pacific Shares") at 9p per share (the "Regent Pacific Subscription") and 12,649,745 warrants exercisable at 15p each (the "Regent Pacific Warrants"). The Regent Pacific Subscription has conditionally raised approximately £2.3 million, on the same terms as those described in the Company's announcement made earlier today (the "Prior Announcement") and the Circular that will today be posted to shareholders, which is available from the Company's website, www.plethorasolutions.co.uk (the "Circular").
The definitions that apply throughout this announcement are set out towards the end of this announcement. Shareholders and investors should read the whole text of this announcement.
Regent Pacific, a current Shareholder in which Jim Mellon has a 15.23% interest and Jamie Gibson has a 4.08% interest, was previously unable to participate in the equity fundraising described in the Prior Announcement, as the Company was in a close period which prevented dealings in the Company's shares by entities connected to the Company's Directors.
Following the announcement of the Prior Announcement and the interim results for the six months ended 30 June 2014 earlier today, the Company is no longer in a close period.
The gross proceeds of the Regent Pacific Subscription will bring the aggregate amount of monies conditionally raised today by the Company to approximately £18.2 million. The proceeds of the Regent Pacific Subscription will be applied towards the proposals outlined in the Prior Announcement.
As detailed further below, the Regent Pacific Subscription is conditional on, amongst other things, the entering into of a European Licensing Agreement (fuller details of which are contained in the Prior Announcement and the Circular), and the passing of resolutions at a General Meeting of the Company, which is the be held on 17 September 2014. For the avoidance of doubt, the Regent Pacific Subscription will not occur if each of the conditions set out further below are not fulfilled.
The 25,299,490 Regent Pacific Shares issued in the Regent Pacific Subscription will, on Admission, represent 4.10% of the Company's then Enlarged Share Capital. Following Admission, Regent will be interested in a total of 86,799,490 Ordinary Shares in the Company, representing an interest of 14.05% of the total voting rights in the Company's Enlarged Share Capital.
Further to the Prior Announcement, upon Admission, the Company's revised Fully Diluted Share Capital, now taking into account the Regent Pacific Shares and the Regent Pacific Warrants will comprise 1,043,160,689 Ordinary Shares.
The following table sets out Jim Mellon's and Jamie Gibson's interest in Ordinary Shares as at today and immediately following Admission.
Director | Interest at 29 August 2014 | % of the current issued share capital | Participation in the Regent Pacific Subscription | Interest immediately following Admission | % of the Enlarged Share Capital |
J Mellon* | 120,512,808 | 29.02% | 25,299,490 | 145,812,298 | 23.61% |
J Gibson** | 61,500,000 | 14.81% | 25,299,490 | 86,799,490 | 14.05% |
Notes:
* - the holdings of Jim Mellon include those directly beneficially owned by him together with those held by investment funds in which he has an indirect beneficial interest. This holding includes all Ordinary Shares held by Regent Pacific in which Jim Mellon has a 15.23% interest;
** - the holdings of Jamie Gibson include all Ordinary Shares held by Regent Pacific in which Jamie Gibson has a 4.08% interest;
The Regent Pacific Subscription is classified as a related party transaction for the purposes of Rule 13 of the AIM Rules, as Regent Pacific is a Substantial Shareholder in Plethora (as defined in the AIM Rules) and because Jim Mellon and Jamie Gibson are directors of both Plethora and Regent. Michael Wyllie, Michael Collis and Greg Bailey, who are not involved in the transaction and are therefore independent, consider, having consulted with the Company's nominated adviser, Daniel Stewart & Company Plc, that the terms of the related party transaction are fair and reasonable insofar as the Company's Shareholders are concerned.
Completion of the Regent Pacific Subscription and the issue of the Regent Pacific Warrants is subject to:
(i) the approval of the Resolutions at the General Meeting;
(ii) the Company entering into the European Licensing Agreement, materially on the terms set out in the Prior Announcement and the Circular, with the European Partner;
(iii) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms on or before 8.00am on 19 September 2014 (or such later date not being later than 8 October 2014 or as may be determined); and
(iv) Admission having occurred not later than 8.00am on 19 September 2014 (or such later date not being later than 8 October 2014 or as may be determined).
Furthermore, the Regent Pacific Subscription is, in effect, conditional upon the Placing & Subscription, the Placing & Subscription are, in effect, conditional on each other and the Placing & Subscription are, in effect conditional on the completion of the Cessation Agreements. In particular, if the European Licensing Agreement is not entered into as provided in (ii) above, then the Regent Pacific Subscription, together with the Placing & Subscription, will lapse and the arrangements described in the Circular and the Prior Announcement for the Company to own the entire economic benefit of PSD502TM revenue streams on a global basis will, accordingly fall away.
The Regent Pacific Shares will, on Admission, be credited as fully paid and will have the same rights in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared.
The Regent Pacific Warrants to be granted on Admission will be on the same terms as the terms of the Fundraising Warrants set out in the Prior Announcement and the Circular. Each Regent Pacific Warrant will give the holder the right, but not the obligation, to acquire one Ordinary Share at an exercise price of 15 pence at any time prior to the earlier of 19 September 2019 (or such other date being the 5th anniversary from Admission) and 30 days after the date on which the Company gives the warrant holder notice of a change of control.
The Regent Pacific Warrants are freely transferable and will be issued in certificated format. It is anticipated that certificates for the Regent Pacific Warrants will be posted within 10 days of Admission. No application will be made for the Regent Pacific Warrants to be admitted to trading on AIM.
Application to trading on AIM
Subject to fulfilment of the conditions set out above, application will be made to the London Stock Exchange for the Regent Pacific Shares and the Placing & Subscription Shares to be admitted to trading on AIM and it is expected that Admission will be effective and trading will commence on 19 September 2014 (or such other date, not being later than 8 October 2014, as Daniel Stewart and Hybridan may agree) following the satisfaction of all conditions to the Placing & Subscription. An announcement through a Regulatory Information Service will be made in this regard in due course.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
"Admission" | the admission of the Regent Pacific Shares and the Placing & Subscription Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules
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"AIM" | a market operated by the London Stock Exchange
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"AIM Rules" | the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers as applicable
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"Cessation Agreements" | the conditional agreements entered into between the Company on the one hand and Shionogi, Paul Capital and the Original Patent Holder respectively on the other or the termination of certain royalty entitlements of Shionogi, Paul Capital and the Original Patent Holder relating to future sales of PSD502™, as detailed in the Circular and the Prior Announcement
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"CfE Warrants" | the warrants to subscribe for such number of Ordinary Shares as equals up to 3% of the fully diluted share capital of the Company at a price of 1 p per Ordinary Share as announced by the Company on 18 March 2013 |
"Company" or "Plethora" | Plethora Solutions Holdings plc
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"Convertible Debt" | the outstanding convertible debt as at the date of the Circular, following the debt restructuring announced by the Company on 18 March 2013, all of which may be converted into new Ordinary Shares at 2 p per Ordinary Share
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"Directors" or "the Board" | the directors of Plethora
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"Enlarged Share Capital" | the 617,572,554 Ordinary Shares in issue on Admission, comprising the Existing Ordinary Shares, the Placing & Subscription Shares and the Regent Pacific Shares
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"European Licensing Agreement" | a potential licensing agreement currently in negotiation which, if entered into, would license the rights to commercialise PSD502™ in Europe, Russia, Commonwealth of Independent States, Turkey and North Africa to the European Partner, as detailed in the Circular and the Prior Announcement
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"European Partner" | an international pharmaceutical group headquartered in Europe, which is the proposed counterparty to the European Licensing Agreement
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"Existing Ordinary Shares" | the 415,274,578 Ordinary Shares in issue as of today |
"Existing Warrants" being | the CfE Warrants and the Galloway Warrants
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"Fundraising Warrants" | the 88,499,236 warrants to subscribe for Ordinary Shares as set out in the Circular and Prior Announcement, each warrant (a Fundraising Warrant) entitling the holder to subscribe for one Ordinary Share at a price of 15 p at any time prior to the earlier of 19 September 2019 (or such other date being the 5th anniversary from Admission) and 30 days after the date on which the Company gives the warrant holder notice of a change of control
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"Fully Diluted Share Capital" | the fully diluted number of Ordinary Shares comprising the Enlarged Share Capital, the shares connected to the Long Term Incentive Plan and assuming that the Share Options, the Fundraising Warrants, the Existing Warrants, the Regent Pacific Warrants are exercised in full and assuming that the outstanding Convertible Debt as at the date of the Circular is converted and repaid in full through the issue of new Ordinary Shares
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"Galloway Warrants" | the warrants to subscribe for such number of Ordinary Shares as equals up to 5% of the fully diluted share capital of the Company at a price of 1.25 p per Ordinary Share as announced by the Company on 18 March 2013
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"General Meeting" | the general meeting of the Company to be held at the offices of Daniel Stewart & Company Plc, Becket House, 36 Old Jewry, London EC2R 8DD at 10:00am on 17 September 2014 to consider the Resolutions
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"London Stock Exchange" | London Stock Exchange plc
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"Long Term Incentive Plan" | the Company's Long Term Incentive Plan scheme |
"Ordinary Shares" | the ordinary shares of 1 p each in the capital of the Company
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"Original Patent Holder" | Dr Richard Henry, the original patent holder for PSD502™
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Paul Capital" | Paul Royalty Fund Holdings II LP, a US-based provider of development capital
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"Placing Agreement" | the conditional agreement dated 29 August 2014 made between the Company, Daniel Stewart & Company Plc and Hybridan LLP, further details of which are set out in the Circular and the Prior Announcement
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"Placing & Subscription" | together the conditional Placing and Subscription of 176,998,486 Ordinary Shares at 9 p per share to raise £15.9 million before expenses, as detailed in the Circular and the Prior Announcement
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"Placing & Subscription Shares" | the 176,998,486 Ordinary Shares to be issued pursuant to the Placing & Subscription
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"PSD502™" | Plethora's proprietary product for the treatment of premature ejaculation
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"Regent Pacific Shares" | the 25,299,490 new Ordinary Shares which are being conditionally subscribed for by Regent Pacific
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"Regent Pacific Warrants" | the 12,649,745 warrants to subscribe for Ordinary Shares, each warrant entitling Regent Pacific to subscribe for one Ordinary Share at a price of 15 p at any time prior to the earlier of 19 September 2019 and 30 days after the date on which the Company gives the warrant holder notice of a change of control
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"Resolutions" | the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting contained within the Circular
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"Share Options" | the share options granted and outstanding under the Company's Executive Share Option Scheme
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"Shareholder" | person(s) who is/are registered as holder(s) of Ordinary Shares from time to time
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"Shionogi" | Shionogi Inc. and Shionogi Ireland Limited
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-Ends-
Enquiries: | |
Plethora Solutions Jim Mellon, Chairman Jamie Gibson, CEO Mike Wyllie, CSO Mike Collis, CFO Greg Bailey, NXD
| Tel : +44(0) 20 3077 5400 |
Daniel Stewart (Nomad & Joint Broker) Emma Earl / Alex Brearley (Nomad) Martin Lampshire (Broker)
| Tel : +44(0) 20 7776 6550
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Hybridan LLP (Joint Broker) Claire Louise Noyce William Lynne Niall Pearson |
Tel: +44(0) 20 3713 4581 Tel: +44(0) 20 3713 4582 Tel: +44(0) 20 3713 4583
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Britton Financial PR Tim Blackstone | Tel: + 44 (0) 20 7242 9786 +44 (0) 7957 140416 |
About Plethora:
Plethora is headquartered in the UK and is listed on the London Stock Exchange (AIM: PLE.L). Further information is available at www.plethorasolutions.co.uk
Plethora is focussed on seeking to launch PSD502™ for the treatment of premature ejaculation.
About PSD502™ & Premature Ejaculation:
PSD502™ is a topical spray for the treatment of premature ejaculation containing lidocaine and prilocaine in a eutectic-like mixture. Premature ejaculation is possibly the most common form of sexual dysfunction in men. Epidemiological studies conducted in the US and in Europe indicate a prevalence of 20 - 30% in men of all ages. There is currently no globally approved and effective pharmaceutical treatment for this condition.
In the absence of any widely approved pharmaceutical therapy with good patient acceptance, the premature ejaculation market offers significant potential for development and growth. An effective drug therapy for premature ejaculation may have a comparable commercial potential to the erectile dysfunction drugs.