Thu, 4th Feb 2016 09:00
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.
Recommended offer for Plethora Solutions Holdings plc ("Plethora")
Regent Pacific Group Limited ("Regent Pacific")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
4 February 2016
Publication and posting of Scheme Document and Plethora current trading update
Publication and posting of Scheme Document
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 (the "Code"), made by Regent Pacific for all the issued and to be issued share capital of Plethora not already owned by Regent Pacific (the "Acquisition"). As outlined in that announcement, the Acquisition is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Accordingly, Plethora announces that it is today posting to Plethora Shareholders a Scheme Document relating to the Acquisition, together with the associated Forms of Proxy. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by Plethora Shareholders.
As further detailed in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and the passing of a Special Resolution at the General Meeting, and then the approval of the Court. Notices convening the Court Meeting and the General Meeting, commencing at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 2 March 2016 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG, are contained in the Scheme Document.
The Scheme Document will also be available, subject to certain restrictions, on Plethora's website (www.plethorasolutions.co.uk) and on Regent Pacific's website (www.regentpac.com).
Concurrent with the publication of the Scheme Document by Plethora, Regent Pacific is publishing a very substantial and connected acquisition circular (the "Regent Pacific Shareholder Circular") to its shareholders. Certain information from the Regent Pacific Shareholder Circular will be incorporated by reference within the Scheme Document. A copy of the Regent Pacific Shareholder Circular will also be available on Regent Pacific's website (www.regentpac.com).
Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on 9 March 2016.
The expected timetable of principal events is attached as an Appendix to this announcement.
Holders of Plethora Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
All references to time in this announcement are to London time unless otherwise specified. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Plethora current trading update
In accordance with the Hong Kong Exchange Rules, the Regent Pacific Shareholder Circular includes financial information on the Plethora Group for the nine month period to 30 September 2015, prepared by the directors of Plethora and audited by the reporting accountant in accordance with Hong Kong Standards on Auditing. Plethora Shareholders should note, however, that paragraph 6.1 of Part I of the Scheme Document contains a more up to date summary of the current trading position of Plethora.
As noted in paragraph 6.1 of the Scheme Document, at the close of business on 29 January 2016 (being the last practicable date prior to the publication of the Scheme Document) Plethora had drawn down two tranches of the £1m loan facility negotiated with Regent Pacific (and noted in the recommended offer announcement published 15 December 2015) totalling £0.5 million and had a cash balance of approximately £0.38 million (with the amount remaining available under the loan facility being £0.5 million as at the same date). The Plethora Directors expect that the loan facility will be drawn down in full during March 2016 and that Plethora's cash resources will be exhausted by the end of the same month. In the event the Scheme does not become Effective, Plethora will require external funding whether by way of an equity issuance, which may be highly dilutive to existing shareholders, and/or loan funding that may be on punitive terms. Whilst there is no certainty that such funding will be available if the Scheme does not become Effective and consequently there may be material uncertainty as to whether Plethora could continue to trade as a going concern, there are reasonable grounds for believing that funding may be available.
Information for Plethora Shareholders
A shareholder helpline is available for Plethora Shareholders. If you are in any doubt as to how to complete the Forms of Proxy, please call Equiniti Limited, the receiving agent for the Acquisition, between 8.30 a.m. and 5.30 p.m. on Monday to Friday (except UK public holidays), on 0333 207 6372 from within the UK (calls to 03 numbers are charged the same way as a national rate call) or on +44 121 415 0943 if calling from outside the UK (calls from outside the UK will be charged at the applicable rate). Please note that calls may be monitored or recorded and Equiniti Limited cannot provide legal, tax, investment or financial advice or advice on the merits of the Scheme.
Michael G Wyllie, Chief Scientific Officer
Tel: +44 203 077 5400
Herax Partners LLP (Rule 3 Financial Adviser to Plethora)
Tel: +44 207 399 1680
finnCap (Plethora Nomad and Broker)
Tel: +44 207 220 0500
Citigate Dewe Rogerson (Communications Adviser to Plethora)
Tel: +44 207 638 9571
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.
Herax Partners LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Plethora and no one else in connection with the Acquisition and will not be responsible to anyone other than Plethora for providing the protections afforded to clients of Herax Partners LLP or for providing advice in connection with the Acquisition, the content of this announcement or any matter or arrangement referred to herein. Neither Herax Partners 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 Herax Partners LLP in connection with this announcement, any statement contained herein or otherwise.
Overseas Plethora Shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws of any such jurisdiction.
The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Regent Pacific were to elect to implement the Acquisition by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the relevant provisions of Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover offer would be made in the United States by Regent Pacific and no one else. In addition to any such takeover offer, Regent Pacific, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Plethora outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UKLA and will be available on the London Stock Exchange website: www.londonstockexchange.com.
This announcement is not an offer of securities for sale in the United States and the New Regent Pacific Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act 1933 (the "US Securities Act") or under the securities law of any state, district or other jurisdiction of the United States or any Restricted Jurisdiction and no regulatory clearance in respect of the New Regent Pacific Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. Accordingly, the New Regent Pacific Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Regent Pacific Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Plethora Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Regent Pacific or Plethora prior to, or of Regent Pacific after, the Effective Date will be subject to certain US transfer restrictions relating to the New Regent Pacific Shares received pursuant to the Scheme.
None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
Regent Pacific is organised under the laws of the Cayman Islands. Plethora is organised under the laws of England and Wales. All of the officers and directors of Regent Pacific and Plethora are residents of countries other than the United States. The significant majority of the assets of Regent Pacific and Plethora are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon Regent Pacific, Plethora, or any of their respective officers or directors, or to enforce outside the United States judgements obtained against Regent Pacific, Plethora, or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue Regent Pacific or Plethora or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel Regent Pacific, Plethora and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
Warning: The contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. Hong Kong holders of Plethora Shares are advised to exercise caution in relation to the Acquisition and the contents of this announcement. If a Hong Kong holder of Plethora Shares is in any doubt about any of the contents of this announcement, they should obtain independent professional advice. Please note that (i) neither this announcement nor any other document constitutes an offer or sale in Hong Kong of Regent Pacific Shares, (ii) no Regent Pacific Shares may be offered or sold in Hong Kong by means of this announcement or any other document other than to professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) ("SFO") and any rules made thereunder ("professional investors"), or in other circumstances which do not result in this announcement being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32) ("CWUMPO") or which do not constitute an offer or invitation to the public for the purposes of the CWUMPO or the SFO, and (iii) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Regent Pacific Shares which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to those Regent Pacific Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to such professional investors.
Unless otherwise determined by Regent Pacific or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Acquisition will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Plethora Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The New Regent Pacific Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.
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.
Please be aware that addresses, electronic addresses and certain information provided by Plethora Shareholders and other relevant persons for the receipt of communications from Plethora may be provided to Regent Pacific during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.
Publication on Website
A copy of this announcement will be made available at www.plethorasolutions.co.uk no later than 12:00 noon (London time) or 8:00 p.m. (Hong Kong time) on 5 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.regentpac.com. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.2 of the Takeover Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form. A hard copy of this announcement may be requested by contacting Equiniti Limited during business hours on 0333 207 6372 (or, if calling from outside the UK, on +44 121 415 0943) or by submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.
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).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times given below are based on Plethora's current expectations and may be subject to change. To the extent any of the expected dates or times below change, Plethora will give notice of such change by issuing an announcement through a Regulatory Information Service and may also post notice of the change to Plethora Shareholders. All Plethora Shareholders have the right to attend the Scheme Court Hearing.
Time and/or date
Publication of the Scheme Document
4 February 2016
Latest time for receipt of Forms of Proxy for
Court Meeting (BLUE form)
10.00 a.m. on 29 February 2016(1)
Plethora General Meeting (WHITE form)
10.15 a.m. on 29 February 2016(1)
Voting record time
6.00 p.m. on 29 February 2016(2)
11.00 a.m. Hong Kong time (3.00 a.m. London time) on 2 March 2016
10.00 a.m. on 2 March 2016
Plethora General Meeting
10.15 a.m. on 2 March 2016(3)
Last day of dealings in, and for registration of transfers and disablement in CREST of, Plethora Shares
7 March 2016(4)
Scheme Record Time
6.00 p.m. on 7 March 2016(4)
Dealings in Plethora Shares suspended
7.30 a.m. on 8 March 2016
Scheme Court Hearing (to sanction the Scheme)
8 March 2016(4)
Expected Effective Date of the Scheme
9 March 2016(4)
New Regent Pacific Shares to be issued
9 March 2016(4)
Admission of the New Regent Pacific Shares to the Main Board of the Hong Kong Stock Exchange and commencement of dealings in New Regent Pacific Shares on the Hong Stock Exchange
9 a.m. Hong Kong time (1 a.m. London time) on 10 March 2016(4)(5)
Cancellation of admission to trading on AIM of, and cessation of dealings in, Plethora Shares
11 March 2016(4)
Latest date of despatch of share certificates for New Regent Pacific Shares
On or by 23 March 2016
Long Stop Date, being the date by which the Scheme must be implemented
30 September 2016(6)
(1) If the BLUE Form of Proxy for the Court Meeting is not received by 10.00 a.m. on 29 February 2016 (or 48 hours before the time fixed for any adjourned Court Meeting), it may be handed to Equiniti Limited (on behalf of the chairman of the Court Meeting) at any time before the taking of the poll and still be valid. However, the WHITE Form of Proxy for the Plethora General Meeting must be received by 10.15 a.m. 29 February 2016 in order for it to be valid or, if the Plethora General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the chairman of the Plethora General Meeting or Equiniti Limited.
(2) If either the Court Meeting or the Plethora General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date fixed for the adjourned meeting.
(3) The Plethora General Meeting will commence at 10.15 a.m. on 2 March 2016 or, if later, as soon thereafter as the Court Meeting has concluded or been adjourned.
(4) The dates and times above are indicative only and will depend, inter alia, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Scheme Court Order is delivered to the Registrar of Companies. If any of the expected dates or times change, Plethora will give adequate notice of any change by issuing an announcement through a Regulatory Information Service and, if required by the Takeover Panel, post notice of the change(s) to Plethora Shareholders and persons with information rights.
(5) Please refer to pages 9 to 11 (section headed "Action to be Taken") and Part A of Appendix II of the Scheme Document in relation to the practical requirements and possible timing delays before Scheme Shareholders will be able, in practice, to begin trading New Regent Pacific Shares on the Hong Kong Stock Exchange, which may be 4 weeks or longer following this date.
(6) This date may be extended to such date as Plethora and Regent Pacific may agree and, if required, the Takeover Panel and the Court may allow.