Plethora Solutions Holdings Plc Regulatory News (PLE)

23 December 2015

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY REGENT PACIFIC GROUP LIMITED SHARES IN CONNECTION WITH THE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.

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

LOAN AGREEMENT BETWEEN PLETHORA SOLUTIONS HOLDINGS PLC ("PLETHORA" OR THE "COMPANY") AND REGENT PACIFIC GROUP LIMITED ("REGENT PACIFIC")

The Board of Plethora is pleased to announce the signing of a loan agreement with Regent Pacific on 23 December 2015 (the "Loan Agreement") whereby Regent Pacific will make available to Plethora a sterling term loan facility in an amount of up to £1,000,000 (the "Loan").

As disclosed in the Recommended Offer Announcement for Plethora by Regent Pacific dated 15 December 2015 (the "Announcement"), Plethora's expectations were (and continue to be) that from early January 2016, in the absence of further funding, it would not have sufficient cash to operate under its current operating plans (which include the continued development and commercialisation of PSD502™). As a result, Plethora and Regent Pacific have entered into the Loan Agreement to secure short term funding for Plethora's general working capital requirements, in particular supporting Plethora's strategy of bringing PSD502™ to full commercialisation under its current operating plans.

It is the current expectation of the Plethora Board that the recommended offer by Regent Pacific for Plethora will be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). It is the Plethora Board's expectation that the Loan Agreement will provide sufficient funds for the Company to meet its general working capital requirements up until such time as the Scheme becomes effective. Subject to satisfaction of certain conditions (as set out in Appendix I of the Announcement), the Scheme is expected to become effective by 31 March 2016.

Set out below is a summary of the key terms of the Loan Agreement:

Purpose of the Loan Agreement

· The purpose of the Loan is to finance Plethora's general working capital requirements, including continued development of the Company's principal product, PSD502™.

Availability of the Loan

· The Loan facility will be made available within five business days following the date of agreement (23 December 2015).

· The Loan will be available for draw down through a maximum of four advances.

· The terms of the Loan Agreement contains no arrangement or commitment fees.

Repayment and Interest

· The Loan, with any interest accrued, shall be repaid in full on the Repayment Date, 25 April 2016, being the next business day after the day falling four months after the date of the Loan Agreement. Plethora may at any time prepay or cancel the whole or any part of the Loan during the term without penalty.

· The per annum rate of interest for the Loan is calculated as LIBOR + 5% on the basis of a year being 360 days.

Other considerations

· The Loan is provided on an unsecured basis with provision for security to be provided to Regent Pacific upon demand.

· The Loan Agreement referred to in this announcement is not conditional upon the Scheme becoming effective.

Related Party Transaction

It should be noted that Regent and its Concert Parties (as defined in the joint recommended offer announcement released 15 December 2015) together hold 29.88 per cent. of Plethora's issued ordinary share capital and as such is considered to be a related party of the Company as defined by the AIM Rules. The Loan Agreement therefore constitutes a related party transaction pursuant to AIM Rule 13. The Independent Director of the Company (being Michael Wyllie), having consulted with the Company's nominated adviser, finnCap, considers that the terms of the Loan Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

Information on Regent Pacific:

Regent Pacific is a limited liability company incorporated under the laws of the Cayman Islands whose shares are listed on The Stock Exchange of Hong Kong Limited and are also traded on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Regent Pacific's headquarters are in Hong Kong and Regent Pacific (including subsidiaries but excluding associates) employed 19 employees at 30 June 2015.

Regent Pacific is a diversified investment group currently holding various corporate and strategic investments across the healthcare and life science sectors, which has become its core focus, as well as legacy investments in the natural resources sector.

For the six months ended 30 June 2015, Regent Pacific recorded a net profit of US$0.1 million and as of 30 June 2015 had net assets exceeding US$49.1 million. As at 2 November 2015, Regent Pacific had a net cash and unpledged listed equity securities balance of US$13.7 million.

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).

Information on Plethora:

Plethora is a UK-based speciality pharmaceutical company dedicated to the development and marketing of products for the treatment and management of urological disorders. Plethora's shares are quoted on AIM.

Plethora's principal product is PSD502™, which is a treatment for male premature ejaculation that obtained marketing authorisation from the European Commission in November 2013.

For the six months ended 30 June 2015, Plethora made a loss of £493,000 and had a cash balance as at 30 June 2015 of £2.8 million.

The board of directors of Plethora consists of James Mellon (Non-Executive Chairman), Jamie Gibson (Executive Director and CEO), Michael G Wyllie (Chief Scientific Officer), Greg Bailey (Non-Executive Director) and Anthony Baillieu (Non-Executive Director).

Enquiries: 

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 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.

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 Panel's website at http://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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 Publication on Website

A copy of the Loan Agreement will be made available at www.plethorasolutions.co.uk no later than 12:00 noon (London time) or 20:00 (Hong Kong time) on 24 December 2015 (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.regentpac.com. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.