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Form 8 (OPD) (Plethora Solutions) - Replacement

Wed, 20th Jan 2016 09:00

RNS Number : 3577M
Regent Pacific Group Limited
20 January 2016
 

AMENDMENT (Section 3)

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Regent Pacific Group Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Plethora Solutions Holdings plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

20 January 2016

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

YES - Regent Pacific Group Limited

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

86,799,490

10.54

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

TOTAL:

 

86,799,490

 

10.54

-

-

 

 

Class of relevant security:

 

Warrants 2019

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

12,649,745

12.50

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

TOTAL:

 

12,649,745

 

12.50

-

-

 

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

-

Details, including nature of the rights concerned and relevant percentages:

-

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

The directors of Regent Pacific Group Limited and their concert parties have the following holdings in the securities of Plethora Solutions Holdings plc:

 

Director

Held in Own Name, or Concert Party

Number of 1p Ordinary Shares

Notes

James Mellon

Own Name

63,944,045 (7.77%)

(Registered holder is Vidacos Nominees

Limited)

Own Name

1,250,000 (0.15%)

Held by Jim Mellon Retirement Account.

(Registered holder is Pershing Nominees

Limited)

Concert Party:

Galloway Limited

 

82,414,726 (10.01%)

A company wholly owned by a settlement, of which James Mellon is a beneficiary.

(Registered holders are: Vidacos Nominees

Limited (69,414,726) and Pershing Nominees

Limited (13,000,000))

Concert Party:

Port Erin Biopharma Investments Limited

7,750,000 (0.94%)

James Mellon is a 29 per cent. shareholder and the chairman of Port Erin Biopharma Investments Limited.

(Registered holder is NY Nominees Limited)

Concert Party:

Gregory Bailey

555,600 (0.07%)

Held in own name.

TOTAL

157,514,371 (18.94%)

Director

Held in Own Name, or Concert Party

Number of 1p Ordinary Shares

Notes

Mark Searle

 

Own Name

300,000 (0.04%)

Held in own name.

Own Name

1,000,000 (0.12%)

Held by Mark Searle's Self Invested Personal Pension, of which Mark Searle is the sole beneficiary.

Own Name

400,000 (0.05%)

Held by Juliet Mary Druce Searle (Mark Searle's spouse).

TOTAL

1,700,000 (0.21%)

 

The directors of Regent Pacific Group Limited and their concert parties have the following rights to subscribe in the securities of Plethora Solutions Holdings plc:

 

Director

Held in Own Name, or Concert Party

Number of 1p Ordinary Shares

Notes

James Mellon

Own Name

1,000,000 (1.85%)

Entitlement under the Long Term Incentive Plan of Plethora Solutions Holdings plc, under which shares will be granted on a change of control of Plethora Solutions Holdings plc.

Concert Party:

Gregory Bailey

1,000,000 (1.85%)

Entitlement under the Long Term Incentive Plan of Plethora Solutions Holdings plc, under which shares will be granted on a change of control of Plethora Solutions Holdings plc.

TOTAL

2,000,000 (3.69%)

 

Director

Held in Own Name, or Concert Party

Number of 1p Ordinary Shares

Notes

Jamie Gibson

Own Name

35,000,000 (64.58%)

Entitlement under the Long Term Incentive Plan of Plethora Solutions Holdings plc, under which shares will be granted on a change of control of Plethora Solutions Holdings plc.

 

 

James Mellon, a director of Regent Pacific Group Limited, has the following relevant securities in Plethora Solutions Holdings plc:

 

Party

Number of Convertible Loan Notes 2020

Notes

James Mellon

17,000,000 (100.00%)

Convertible loan in the amount of £340,000, repayable on 31 March 2020, with an option to elect for this loan to be repaid in shares in Plethora Solutions Holdings plc at 2 pence.

 

Galloway Limited, a concert party of Regent Pacific Group Limited via James Mellon, has the following relevant securities in Plethora Solutions Holdings plc:

 

Party

Number of Galloway Warrants 2023

Notes

Galloway Limited

54,118,431 (100.00%)

Warrants to subscribe for 5 per cent. of the fully diluted share capital of Plethora Solutions Holdings plc, excisable at 1.25 pence on or before 31 March 2023. A company wholly owned by a settlement, of which James Mellon is a beneficiary.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

20 January 2016

Contact name:

Stella Fung

Telephone number:

+852 2514 6188

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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