Wed, 24th Feb 2016 09:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER 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.
For immediate release
24 February 2016
Regent Pacific Group Limited ("Regent Pacific")
Recommended Acquisition of Plethora Solutions Holdings plc ("Plethora")
Letter of Intent received from Capital for Enterprise Fund A L.P.
On 15 December 2015, Plethora (AIM:PLE) and Regent Pacific (Hong Kong Stock Code:0575) jointly announced in the United Kingdom a recommended offer, in accordance with rule 2.7 of the City Code on Takeovers and Mergers, made by Regent Pacific for all the issued and to be issued share capital of Plethora not already owned by Regent Pacific (the "Acquisition"). The scheme document relating to the Acquisition (the "Scheme Document") was posted to Plethora Shareholders on 4 February 2016.
Regent Pacific is pleased to announce that it has received a letter of intent from Capital for Enterprise Fund A L.P. ("CfE") in relation to 52,356,516 ordinary shares in the capital of Plethora representing approximately 6.36 per cent. of the current issued ordinary share capital of Plethora.
CfE is also interested in 100 per cent. of the CfE loan warrant instrument. Based on the current fully diluted ordinary share capital, the warrant allows CfE to subscribe for up to 32,471,058 shares.
CfE has confirmed that it is its current intention to cast, or procure the casting of, all votes (whether on a show of hands or a poll and whether in person or by proxy) in respect of the ordinary shares in Plethora they currently hold at any court meeting, general meeting or class meeting in connection with the Acquisition to enable the Acquisition to become effective.
As a result, in aggregate, Regent Pacific has now received letters of intent in relation to 138,009,149 ordinary shares in Plethora, representing approximately 16.76 per cent. of the current issued ordinary share capital of Plethora. In aggregate with the irrevocable commitment from Michael G Wyllie in relation to 1,759,127 ordinary shares in Plethora, representing approximately 0.21 per cent. of the current issued ordinary share capital of Plethora and the intention of the other Plethora Directors who hold an interest in, in aggregate, 155,914,371 Plethora Shares representing approximately 18.94 per cent. of Plethora's total ordinary share capital, Regent Pacific now has received irrevocable commitments, letters of intent or statements of intent in relation to 295,682,647 shares representing approximately 35.91 per cent. of the total ordinary share capital.
Capitalised terms used in this announcement have the meaning given to them in the Scheme Document.
Information on Regent Pacific
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).
Peel Hunt LLP (Financial Adviser to Regent)
+44 207 418 8900
Finsbury (Communications Adviser to Regent)
London: Faeth Birch
+44 (0) 20 7251 3801
Asia: Alastair Hetherington
+852 3166 9888
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 Acquisition 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 Acquisition, 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 pm (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 at www.regentpac.com no later than 12:00 noon (London time) or 8.00 p.m. (Hong Kong time) on 25 February 2016 (being the business day following the date of this announcement). A copy of this announcement will be made available as soon as possible at www.plethorasolutions.co.uk. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.