Plethora Solutions Holdings Plc Regulatory News (PLE)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

HONG KONG EXCHANGES AND CLEARING LIMITED AND THE STOCK EXCHANGE OF HONG KONG LIMITED TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, MAKE NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS ANNOUNCEMENT.

Recommended offer for Plethora Solutions Holdings plc ("Plethora")

by

Regent Pacific Group Limited ("Regent Pacific" or the "Company")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

17 February 2016

Disposal of Shares in Endeavour Mining Corporation

The Company announces that during the period from 14 January to 16 February 2016, it disposed of 449,179 Endeavour Shares by a series of on-market transactions, at the average price of approximately C$8.69 (or approximately US$6.27 or HK$48.91) per Endeavour Share, representing approximately 0.76 per cent of the existing issued share capital of Endeavour, for an aggregate cash consideration approximately of C$3.90 million (or approximately US$2.82 million or HK$22.00 million).

Prior to the Endeavour Disposal, the Company held 449,179 Endeavour Shares, representing approximately 0.76 per cent of the existing issued share capital of Endeavour, comprising: (i) 4,112,197 Endeavour Shares held at 18 October 2012, following the completion of the acquisition of Avion Gold Corporation (formerly TSX: AVR and OTCQX: AVGCF, in which the Company held shares) by Endeavour in an all share transaction, which were acquired for an aggregate amount of cash consideration of approximately C$10.28 million (or approximately US$7.42 million or HK$57.88 million) (details of the holding having been announced by the Company on 16 October 2012); and (ii) an aggregate of 379,600 Endeavour Shares acquired during the period from 19 October 2012 to 16 November 2012 by a series of on-market transactions for an aggregate amount of cash consideration of approximately C$0.86 million (or approximately US$0.62 million or HK$4.84 million), which, together, were reduced to 449,179 Endeavour Shares after completion of a one-for-ten share consolidation on 1 December 2015.

In respect of all acquisitions of Endeavour Shares to date, the average price paid by the Company was approximately C$24.80 (or approximately US$17.90 or HK$139.62) per Endeavour Share (after completion of a one-for-ten share consolidation), for an aggregate cash consideration of approximately C$11.14 million (or approximately US$8.04 million or HK$62.71 million).

The Endeavour Disposal has provided the Company with total gross proceeds (before expenses) of approximately C$3.90 million (or approximately US$2.82 million or HK$22.00 million) and a net realised gain of approximately of C$0.47 million (or approximately US$0.34 million or HK$2.65 million) which will be recognised in the Company's results for the six months to 30 June 2016. However, taken as a whole, the Endeavour Disposal has generated a total net realised loss before expenses of approximately C$7.24 million (or approximately US$5.23 million or HK$40.79 million), calculated by deducting the acquisition costs from the total proceeds of the disposal (before expenses) of 449,179 Endeavour Shares.

The Company expects to recognise in its income statement a result different from that disclosed above, principally by reference to the carrying value of 449,179 Endeavour Shares, the subject of the Endeavour Disposal, as recorded in the Company's accounts. The difference between the two calculations arises and is derived from the relevant exchange rate ascribed by the Company at the relevant trade date for each acquisition of Endeavour Shares.

Following the Endeavour Disposal, the Company ceased to have any interests in Endeavour.

Use of proceeds

The proceeds from the Endeavour Disposal will be used for general working capital purposes, including the discharge of costs and expenses associated with the intended acquisition of Plethora Solutions Holdings plc ("Plethora"), the details of which have previously been disclosed by way of a very substantial and connected acquisition announcement made on the HK Stock Exchange on 15 December 2015, together with the associated circular dated 4 February 2016, and for assisting Plethora with the commercialisation of PSD502TM following completion of the acquisition.

Background on Endeavour

Endeavour is an intermediate gold producer delivering production growth. Endeavour owns four gold mines producing 500,000 ounces per year in Mali, Ghana, Burkina Faso, and Côte d'Ivoire. Endeavour produced 518,000 ounces of gold for its financial year ended 31 December 2015, which comfortably surpassed the high end of its 2015 production guidance of 475 - 500 koz. Endeavour has provided very strong financial year ended 2016 consolidated operating guidance of 575 - 600 koz with "all in sustaining cost" of US$875-US$925/oz.

In addition, the Houndé Project in Burkina Faso is fully permitted and has a 2.1 million ounce reserve and the potential to produce 190,000 ounces per year over 10 years.

Endeavour is listed on the Toronto Stock Exchange (TSX: EDV) and Australian Securities Exchange (ASX: EVR), and also trades on the OTCQX (OTCQX: EDVMF).

Further information on Endeavour can also be found on its website www.endeavourmining.com.  

Reasons for the Endeavour Disposal

The Company is a diversified investment group currently holding various corporate and strategic investments across the healthcare and life sciences sectors, which has become its core focus, as well as legacy investments in the natural resources sector. As previously disclosed, it is the Company's intention, where possible and practicable, to sell its remaining non-healthcare and life sciences assets in the near future and focus all its attentions on its new healthcare and life sciences strategy.

The Company's legacy position in Endeavour falls outside its core focus, being the healthcare and life sciences sectors, and, as such, the Endeavour Disposal is entirely consistent with its new healthcare and life sciences strategy. Moreover, the Directors are of the view that the Endeavour Disposal represents an ideal opportunity for the Company to monetise its shareholding in Endeavour.

The Directors consider the Endeavour Disposal to be on normal commercial terms and in the ordinary and usual course of business of the Company. They believe that the terms of the Endeavour Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Basis of consideration

The consideration for the Endeavour Disposal was determined on the basis of normal commercial terms and arm's length transactions by on-market trades.

The Directors consider the Endeavour Disposal to be on normal commercial terms and in the ordinary and usual course of business of the Company. They believe that the terms of the Endeavour Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In respect of the Company's interest in Endeavour, the Company's attributable share (being 0.76 per cent disposed of) of Endeavour's: (i) net loss before taxes for the financial year ended 31 December 2014 from continued operations was approximately US$2.86 million (or approximately HK$22.31 million); and (ii) net loss before taxes for the financial year ended 31 December 2013 from continued operations was approximately US$3.71 million (or approximately HK$28.94 million).

In respect of the Company's interest in Endeavour, the Company's attributable share (being 0.76 per cent disposed of) of Endeavour's: (i) net loss after taxes for the financial year ended 31 December 2014 from continued operations was approximately US$2.49 million (or approximately HK$19.42 million); and (ii) net loss after taxes for the financial year ended 31 December 2013 from continued operations was approximately US$2.83 million (or approximately HK$22.07 million).

The net asset value of Endeavour was approximately US$501.74 million (or approximately HK$3,913.57 million) as 30 September 2015, as reported in Endeavour's latest publicly disclosed quarterly financial statements for the period ended 30 September 2015.

Principal business activities of the Company

The Company is a limited liability company incorporated under the laws of the Cayman Islands whose Shares are listed on the HK Stock Exchange and whose strategy is as stated above under the heading "Reasons for the Endeavour Disposal".

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom and Hong Kong may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Regent and no one else in connection with the Possible Offer and will not be responsible to anyone other than Regent for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the Possible Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Peel Hunt LLP nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt LLP in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website

A copy of this announcement will be made available as soon as possible at www.regentpac.com. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Directors

The board of directors of Regent Pacific consists of James Mellon (Non-Executive Co-Chairman), Stephen Dattels (Non-Executive Co-Chairman), Jamie Gibson (Executive Director and Chief Executive Officer), David Comba (Independent Non-Executive Director), Julie Oates (Independent Non-Executive Director), Mark Searle (Independent Non-Executive Director) and Jayne Sutcliffe (Non-Executive Director).

Definitions

In this announcement, the following expressions have the following meanings unless the context require otherwise:

Note: Unless otherwise specified herein, (i) amounts denominated in C$ have been translated, for the purpose of illustration only, into US$ using the exchange rate of C$1.00 = US$0.7218; and (ii) amounts denominated in US$ have been translated, for the purpose of illustration only, into HK$ using the exchange rate of US$1.00 = HK$7.80.