Plethora Solutions Holdings Plc Regulatory News (PLE)

THIS 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, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

15 December 2015

RECOMMENDED OFFER

for

PLETHORA SOLUTIONS HOLDINGS PLC ("PLETHORA")

by

REGENT PACIFIC GROUP LIMITED ("REGENT PACIFIC")

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

· The Regent Pacific Board and the Independent Plethora Director are pleased to announce that they have reached agreement on the terms of a recommended share-for-share offer pursuant to which Regent Pacific will acquire the entire issued and to be issued ordinary share capital of Plethora not already directly or indirectly owned by Regent Pacific (the "Offer"). It is proposed that the Offer will be effected by means of a scheme of arrangement of Plethora under Part 26 of the Companies Act (although Regent Pacific reserves the right to effect the Offer by way of a takeover offer).

· It should be noted that Regent Pacific and its Concert Parties together hold 29.88 per cent. of Plethora's issued ordinary share capital. James Mellon is the Non-Executive Chairman of Plethora and Non-Executive Co-Chairman of Regent Pacific, and Jamie Gibson is an Executive Director and the Chief Executive Officer of both Plethora and Regent Pacific.

· Under the terms of the Offer, each Plethora Shareholder (other than Regent Pacific) will receive:

for each Plethora Share 15.7076 New Regent Pacific Shares

· Under the terms of the Offer, Plethora Shareholders (other than Regent Pacific) will, in aggregate, receive approximately 11,568,619,063 New Regent Pacific Shares.

· On the basis of the closing price of a Regent Pacific Share of HK$0.087 on 14 December 2015 (being the last Business Day prior to the publication of this Announcement), the Offer represents an indicative value for each Plethora Share of 11.65 pence per share, values the entire issued ordinary share capital of Plethora at approximately £95.94 million and values the fully diluted share capital at approximately £114.33 million. The Offer at the indicative value of 11.65 pence per Plethora Share represents an indicative premium of approximately:

· 323.7 per cent. to the closing price per Plethora Share of 2.75 pence on 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period);

· 159.0 per cent. to the closing price per Plethora Share of 4.50 pence on 14 December 2015 (being the last Business Day prior to publication of this Announcement);

· 123.7 per cent. to the 30 day volume-weighted average price of Plethora Shares of 5.21 pence for the period from 15 November 2015 to 14 December 2015 (being the last Business Day prior to publication of this Announcement); and

· 29.5 per cent. to the last equity offer by Plethora which was priced at 9 pence per Plethora Share on 29 August 2014.

· On the basis of the closing price of a Regent Pacific Share of HK$0.095 on 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period), the Offer represents an indicative value for each Plethora Share of 12.5 pence per share, values the entire issued ordinary share capital of Plethora at approximately £102.9 million and values the fully diluted share capital at approximately £122.6 million. The Offer at the indicative value of 12.5 pence per Plethora Share represents an indicative premium of approximately:

· 354.5 per cent. to the closing price per Plethora Share of 2.75 pence on 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period);

· 177.8 per cent. to the closing price per Plethora Share of 4.50 pence on 14 December 2015 (being the last Business Day prior to publication of this Announcement);

· 311.7 per cent. to the 30 day volume-weighted average price of Plethora Shares of 3.04 pence for the period from 4 October 2015 to 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period); and

· 38.9 per cent. to the last equity offer by Plethora which was priced at 9 pence per Plethora Share on 29 August 2014.

· Following completion of the Offer, Plethora Shareholders (other than Regent Pacific) will hold approximately 65.98 per cent. of the Combined Group.

· The Regent Pacific Board believes that the acquisition of Plethora will add a high quality asset to Regent Pacific, which will serve as a key platform for growth in line with its strategic objective to pursue strategic and value-led investments in the healthcare and life sciences sectors. The acquisition will give Regent Pacific an increased investment in Plethora's principal product PSD502™, a treatment for premature ejaculation, which represents an attractive investment ahead of its full commercialisation. PSD502TM is an EMA approved prescription treatment in the European Union and preparations by Plethora for a New Drug Application to the US Food and Drug Administration are advancing well.

· The Regent Pacific Board believes that the Offer will deliver significant benefits to Plethora and the shareholders of the Combined Group, including the following:

· the Offer will allow the management team to focus on the successful commercialisation of PSD502TM as quickly as possible, in particular in the remaining key markets of the U.S., Latin America and Asia Pacific regions. Regent Pacific believes that Asia Pacific is likely to become a key component to the eventual marketing and distribution strategy for PSD502TM and Regent Pacific's Hong Kong office will provide an excellent base from which to manage the controlled launch of the product following receipt of relevant regulatory approvals. PSD502TM is likely to be introduced in Europe initially, as it has already secured European Medicines Agency approval;

· a single aligned management team, with deep knowledge of the industry and product, will be created by the Offer. Led by Jamie Gibson (currently Chief Executive Officer of both Regent Pacific and Plethora), the Combined Group will combine Plethora's scientific expertise, under Michael G Wyllie's leadership, with Regent Pacific's corporate, management and commercial skills;

· net cash and proceeds from the sale of unpledged listed equity securities available to Regent Pacific will assist Plethora with the commercialisation of PSD502TM in the medium term and reduce the uncertainty for Plethora as to the availability of capital in this period; and

· the Offer will provide Plethora Shareholders with a Hong Kong Main Board listing and is therefore expected to foster greater liquidity for the stock.

· The Independent Plethora Director, who has been so advised by Herax Partners LLP as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing advice to the Independent Plethora Director, Herax Partners LLP has taken into account the commercial assessments of the Independent Plethora Director. In addition, the Independent Plethora Director considers the terms of the Offer to be in the best interests of Plethora Shareholders as a whole.

· Accordingly, the Independent Plethora Director intends to recommend that the Plethora Shareholders vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the Plethora General Meeting, as the Independent Plethora Director has irrevocably undertaken to do in respect of his own beneficial holdings of 1,759,127 Plethora Shares, representing, in aggregate, approximately 0.21 per cent. of the issued ordinary share capital of Plethora in issue on 14 December 2015, being the last Business Day prior to the publication of this Announcement.

· Regent Pacific has also received letters of intent to vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the Plethora General Meeting from Forest Nominees Limited (being the nominee company of Canaccord Genuity Wealth (International) Ltd and on behalf of certain other controllers and beneficial owners) and W B Nominees Limited (being the nominee company of Walker Crips Stockbrokers Limited and in respect of discretionary clients) in respect of a total of 85,652,633 Plethora Shares representing, in aggregate, approximately 10.40 per cent. of Plethora's total issued ordinary share capital and approximately 11.63 per cent. of Plethora's issued ordinary share capital excluding Plethora Shares held by Regent Pacific, in each case on 14 December 2015 (being the last Business Day prior to the publication of this Announcement).

· As the Offer is a "very substantial acquisition" and a "connected transaction" for Regent Pacific under the Hong Kong Exchange Rules, the Offer is conditional on, inter alia, the approval by a simple majority of the Independent Regent Pacific Shareholders present and voting (in person or by proxy) at the Regent Pacific General Meeting (including the approval of the issuance and allotment of the New Regent Pacific Shares).

· In connection with the Offer, Regent Pacific has entered into the Cost Indemnity dated 15 December 2015 with Plethora. Under the terms of the Cost Indemnity, if the Independent Plethora Director recommends Plethora Shareholders vote in favour of the Scheme, Regent Pacific will reimburse Plethora for any reasonable third party costs it properly incurs in connection with the Offer:

· up to an aggregate amount of US$150,000, if the Independent Regent Pacific Directors do not recommend that the Independent Regent Pacific Shareholders vote in favour of the ordinary resolutions approving the Offer at the Regent Pacific General Meeting (including approval of the issuance and allotment of the New Regent Pacific Shares) or change their recommendation once it has been made and the Offer lapses or is terminated as a result of the resolutions approving the Offer or related matters not being approved at the Regent Pacific General Meeting; or

· up to an aggregate amount of US$100,000, if the Independent Regent Pacific Directors do recommend that the Independent Regent Pacific Shareholders vote in favour of the ordinary resolutions approving the Offer at the Regent Pacific General Meeting (including the approval of the issuance and allotment of the New Regent Pacific Shares), such recommendation is not changed, but the Offer lapses or is terminated as a result of the resolutions approving the Offer or related matters not being approved at the Regent Pacific General Meeting.

· To become effective, the Scheme must be approved by a majority in number of the Plethora Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Plethora Shares voted. The Scheme also requires the passing at the Plethora General Meeting of resolution(s) necessary to implement the Scheme, and the approval of the Court. Regent Pacific (and any other members of the Regent Pacific Group holding Plethora Shares, or their nominees) will not attend or vote at the Court Meeting.

· The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the Plethora General Meeting, together with the Forms of Proxy, will be sent to Plethora Shareholders as soon as practicable and, in any event, within 28 days of this Announcement. An expected timetable of principal events will be included in the Scheme Document. The Scheme Document will be made available by Regent Pacific on its website at www.regentpac.com and by Plethora on its website at www.plethorasolutions.co.uk.

· It is expected that the Scheme will become effective in Q1 2016, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I to this Announcement. The Scheme will lapse if it does not become effective by 30 September 2016.

Commenting on the Offer, Michael G Wyllie, Chief Scientific Officer of Plethora, said:

"With the existing financial resources available within Regent Pacific and their stated commitment to continue the work of developing PSD502™ to full commercialisation, I believe the transaction presents Plethora with an achievable solution to its difficult financial position whilst providing shareholders an opportunity to maintain an ongoing economic interest in Plethora and its product.

I am excited for the future prospects for Plethora and look forward to working within the Combined Group."

Commenting on the Offer, James Mellon, Non-Executive Co-Chairman of Regent Pacific, said:

"This Offer is about optimising growth and realising the potential of an innovative product that can address a known medical condition affecting almost one in four men. With increased investment and commercial innovation, we see huge scope for the product initially in Europe where it has approval, and in the important U.S. market and in the fast growing Asian market in due course.

We view the Offer as taking account of PSD502TM's prospects, while also providing a compelling premium of more than 38 per cent. to the price at which Plethora's last issued shares in August 2014 and we believe it will create significantly more future value than Plethora could achieve independently."

Important Notices

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its appendices). The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix III to this Announcement contains details of the irrevocable undertaking and letters of intent received in relation to the Offer. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Regent Pacific and no one else in connection with the Offer and will not be responsible to anyone other than Regent Pacific for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the 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.

Altus Capital Limited, which is licensed by the Securities and Futures Commission in Hong Kong, is acting exclusively as independent financial adviser for Regent Pacific and no one else in connection with the Offer and will not be responsible to anyone other than Regent Pacific for providing the protections afforded to clients of Altus Capital Limited or for providing advice in connection with the Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Altus Capital Limited nor any of its subsidiaries 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 Altus Capital Limited in connection with this announcement, any statement contained herein or otherwise.

Herax Partners LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Herax Partners LLP is acting exclusively as financial adviser to Plethora and no one else in connection with the Offer and shall not be responsible to anyone other than Plethora for providing the protections afforded to clients of Herax Partners LLP nor for providing advice in connection with the Offer or any matter referred to herein.

Further information

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Offer including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, AIM, the London Stock Exchange, the Financial Conduct Authority, the UKLA and the Hong Kong Stock Exchange.

Plethora will prepare the Scheme Document to be distributed to Plethora Shareholders. Plethora urges Plethora Shareholders to read the Scheme Document when it becomes available because it will contain important information in relation to the Offer, the New Regent Pacific Shares and the Combined Group. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.

The New Regent Pacific Shares are not being offered to the public by means of this Announcement. This Announcement does not constitute a prospectus or prospectus equivalent document.

Regent Pacific reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Plethora by way of a takeover offer (as such term is defined in section 974 of the Companies Act). In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation, and if agreed with the Panel) the inclusion of an acceptance condition set at 90 per cent. of the shares to which such takeover offer relates or such lesser percentage, being more than 50 per cent., as Regent Pacific may decide).

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 Offer 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 Offer 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 Offer, 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 Offer 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 Offer 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 Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer 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 Offer (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 Offer 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.

Forward Looking Statements

This Announcement, including any information included or incorporated by reference in this Announcement, contains statements about Regent Pacific and Plethora that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Regent Pacific's or Plethora's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Regent Pacific's or Plethora's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this Announcement. Neither Regent Pacific nor Plethora, nor any of their respective associates or directors, officers, employees, managers, agents, representatives, partners, members, consultants or advisers: (i) provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements will actually occur; nor (ii) assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law. Regent Pacific disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Regent Pacific or Plethora, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Regent Pacific or Plethora, as appropriate.

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 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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

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 Takeover Code to comply with Rule 2.12(c) of the Takeover Code.

Publication on Websites and Availability of Hard Copies

 A copy of this Announcement and the documents listed in paragraph 22 below (Documents available on website) will be made available on Plethora's website at www.plethorasolutions.co.uk under the 'Investor Relations' tab (under the sub-heading 'Regent Pacific Offer') and on Regent Pacific's website at www.regentpac.com by clicking the 'Offer for Plethora' link by no later than 12:00 noon (London time) or 8:00 p.m. (Hong Kong time) on 16 December 2015 (being the Business Day following the date of this Announcement). The content of the websites referred to in this Announcement is not incorporated into and does not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Peel Hunt on +44 (0)20 7418 8900. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in the Announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

THIS 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, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

15 December 2015

RECOMMENDED OFFER

for

PLETHORA SOLUTIONS HOLDINGS PLC ("PLETHORA")

by

REGENT PACIFIC GROUP LIMITED ("REGENT PACIFIC")

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

1 Introduction

The Regent Pacific Board and the Independent Plethora Director are pleased to announce that they have reached agreement on the terms of a recommended share-for-share offer pursuant to which Regent Pacific will acquire the entire issued and to be issued ordinary share capital of Plethora not already directly or indirectly owned by Regent Pacific (the "Offer"). It is proposed that the Offer will be effected by means of a scheme of arrangement of Plethora under Part 26 of the Companies Act (although Regent Pacific reserves the right to effect the Offer by way of a takeover offer).

2 The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out below and in Appendix I to this Announcement and the full terms and conditions which will be set out in the Scheme Document, Plethora Shareholders (other than Regent Pacific) will be entitled to receive:

for each Plethora Share 15.7076 New Regent Pacific Shares

Under the terms of the Offer, Plethora Shareholders (other than Regent Pacific) will, in aggregate, receive approximately 11,568,619,063 New Regent Pacific Shares.

· On the basis of the closing price of a Regent Pacific Share of HK$0.087 on 14 December 2015 (being the last Business Day prior to the publication of this Announcement), the Offer represents an indicative value for each Plethora Share of 11.65 pence per share, values the entire issued ordinary share capital of Plethora at approximately £95.94 million and values the fully diluted share capital at approximately £114.33 million. The Offer at the indicative value of 11.65 pence per Plethora Share represents an indicative premium of approximately:

· 323.7 per cent. to the closing price per Plethora Share of 2.75 pence on 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period);

· 159.0 per cent. to the closing price per Plethora Share of 4.50 pence on 14 December 2015 (being the last Business Day prior to publication of this Announcement);

· 123.7 per cent. to the 30 day volume-weighted average price of Plethora Shares of 5.21 pence for the period from 15 November 2015 to 14 December 2015 (being the last Business Day prior to publication of this Announcement); and

· 29.5 per cent. to the last equity offer by Plethora which was priced at 9 pence per Plethora Share on 29 August 2015.

· On the basis of the closing price of a Regent Pacific Share of HK$0.095 on 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period), the Offer represents an indicative value for each Plethora Share of 12.5 pence per share, values the entire issued ordinary share capital of Plethora at approximately £102.9 million and values the fully diluted share capital at approximately £122.6 million. The Offer at the indicative value of 12.5 pence per Plethora Share represents an indicative premium of approximately:

· 354.5 per cent. to the closing price per Plethora Share of 2.75 pence on 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period);

· 177.8 per cent. to the closing price per Plethora Share of 4.50 pence on 14 December 2015 (being the last Business Day prior to publication of this Announcement);

· 311.7 per cent. to the 30 day volume-weighted average price of Plethora Shares of 3.04 pence for the period from 4 October 2015 to 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period); and

· 38.9 per cent. to the last equity offer by Plethora which was priced at 9 pence per Plethora Share on 29 August 2014.

Following completion of the Offer, Plethora Shareholders (other than Regent Pacific) will hold approximately 65.98 per cent. of the Combined Group.

Fractions of New Regent Pacific Shares will not be allotted or issued pursuant to the Offer and fractional entitlements will be rounded down to the nearest whole number of New Regent Pacific Shares.

It is expected that the Scheme Document will be published as soon as reasonably practicable and that the Scheme will become effective in Q1 2016.

3 Background to and reasons for the Offer

Regent Pacific's strategic objective is to pursue strategic and value-led investments in the healthcare and life sciences sectors. As part of its extensive review of possible investment opportunities in the healthcare and life sciences sectors, it has narrowed its immediate focus to Plethora.

Regent Pacific first invested in Plethora in October 2011 and currently holds 10.5 per cent. of Plethora's equity and James Mellon, Non-Executive Co-Chairman of Regent Pacific, directly and indirectly holds 19.1 per cent. In January 2014, Jamie Gibson, an Executive Director and Chief Executive Officer of Regent Pacific, took over as Executive Director and Chief Executive Officer of Plethora and has been instrumental in pushing forward the commercialisation of its lead prescription treatment for premature ejaculation, PSD502TM, including the completion of the commercialisation agreement with Recordati covering Europe, Russia and the Commonwealth of Independent States, Turkey and certain countries in North Africa.

The Offer will allow the management team to focus on the successful commercialisation of PSD502TM as quickly as possible, in particular in the remaining key markets of the U.S., Latin America and Asia Pacific regions. Regent Pacific believes that Asia Pacific is likely to become a key component to the eventual marketing and distribution strategy for PSD502TM and Regent Pacific's Hong Kong office will provide an excellent base from which to manage the controlled launch of the product following receipt of relevant regulatory approvals. PSD502TM is likely to be introduced in Europe initially, as it has already secured EMA approval.

A single aligned management team, with deep knowledge of the industry and product, will be created by the Offer. Led by Jamie Gibson (currently Chief Executive Officer of both Regent Pacific and Plethora), the Combined Group will combine Plethora's scientific expertise, under Michael G Wyllie's leadership, with Regent Pacific's corporate, management and commercial skills.

Regent Pacific strongly supports Plethora's development strategy for PSD502TM. Following completion of the Offer, the Combined Group's focus will continue to be on bringing PSD502TM to market through strategic commercial partners, not by itself, and therefore it is intended that the Combined Group will continue to outsource sales, marketing and distribution functions to selected partners to maximise the commercial potential of the product. This is a differentiating factor from traditional start-up companies in the pharmaceutical sector.

Following completion of the Offer, rather than operate a pharmaceutical company, Regent Pacific, through its subsidiary Plethora, will be managing economic rights and entitlements flowing from the sales of PSD502TM by strategic commercial partners (through licensing agreements). Regent Pacific and Plethora will not be manufacturing or marketing PSD502TM, as these operational aspects have been and will continue to be completely outsourced to selected partners, and will instead be managing its investment by way of managing the flow of licensing and royalty payments that flow from sales. For these reasons, the Offer would not result in any fundamental change in Regent Pacific's business and the existing business, being that of an investment company having its core focus on the health care and life sciences sectors, would continue unimpeded. Controlling Plethora will help Regent Pacific to better manage these rights and entitlements and is a sensible step to better protect, and create value from, its already significant investment in Plethora. Furthermore, Regent Pacific intends on maximising the utilisation of historic tax losses in Plethora Solutions Limited arising from its development activity and UK patent box tax relief.

Plethora's Board anticipates that Plethora will require significant further funds for its working capital requirements, including completing the existing development of PSD502TM and bringing the product to market. Following the recent completion of disposals of non-core assets, as at 2 November 2015, Regent Pacific had net cash and unpledged listed equity securities balance of US$13.7 million (equivalent to £8.9 million or approximately HK$106.2 million). The Regent Pacific Board believes that this will assist Plethora, through Plethora Solutions Limited, with the commercialisation of PSD502™ in the medium term and will reduce the uncertainty for Plethora as to the availability of capital in this period.

On 5 June 2015, Regent Pacific acquired Sharwood Limited's rights and obligations by way of the assignment and novation of a promissory note that Sharwood Limited previously held with the Plethora Group, for a total cash consideration of £2.4 million (equivalent to HK$28.1 million). Under that promissory note, Regent Pacific is entitled to receive certain success-based royalties from Plethora or, in the alternative, a change of control payment, of up to a maximum and aggregate capped amount of £4.6 million (equivalent to HK$53.9 million). The arrangements set out in the promissory note are set to expire on the earlier of 15 September 2024 or upon payment in full of the capped amount of £4.6 million (equivalent to HK$53.9 million to Regent Pacific. Following completion of the Offer and upon Plethora becoming a wholly-owned subsidiary of Regent Pacific, this agreement will be an intra-group arrangement.

In addition, the Offer will provide Plethora shareholders with shares in a company listed on the Hong Kong Main Board and is therefore expected to foster greater liquidity for the stock. The average daily value and total value traded of Regent Pacific's shares for the twelve months prior to 3 November 2015 (being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period) was HK$2,544,521 (equivalent to £216,978) and HK$625,952,150 (equivalent to £53,376,551), respectively.

4 Background to and reasons for the recommendation

Introduction

As a result of the Plethora directors' other directorships and shareholdings (including those of their associated parties), Michael G Wyllie is the sole independent director of Plethora for the purposes of the Offer.

At the time of the Plethora interim announcement on 28 August 2015, Plethora stated it had a cash balance as at 30 June 2015 of £2.8 million (or approximately US$4.3) million or HK$33.4 million). As at 4 December 2015, the financial records of Plethora stated that the cash balance was approximately £0.56 million (or approximately US$0.8 million or HK$6.6 million).

Current Plethora expectations are that from early January 2016 it will not have sufficient cash to operate under its current operating plans (which include the continued development and commercialisation of PSD502TM) in the absence of further funding being available to Plethora. It is not desirable to significantly delay any planned expenditure in key areas which support the development and commercialisation of PSD502TM, such as manufacturing of the reduced fill can or research and development expenses associated with the New Drug Application approval with the FDA. Such action may well have adverse consequences, particularly as regards the intended launch date of the commercialisation of PSD502TM in Europe, which would delay the receipt of licensing income from the agreement with Recordati.

Plethora has formally made Regent Pacific aware of this funding position. Regent Pacific supports the strategy of Plethora to bring PSD502TM to full commercialisation under its current operating plans. If further funding is required by Plethora prior to the completion of the Offer in order to continue the ongoing operation of the business and to achieve this strategy, Regent Pacific will consider whether further debt funding should be provided based on the information available at such time and taking into account any mitigating factors that could be taken by Plethora. Whether such funding is provided by Regent Pacific and its timing, quantum and terms will depend on the circumstances at such time and compliance with the applicable Hong Kong Exchange Rules. Any such funding would not be conditional on the Scheme becoming effective.

The Independent Plethora Director believes that the Offer will reduce any current uncertainty surrounding a materially dilutive share issue by Plethora. Completion of the Offer provides certainty over access to further funding which is highly desirable given Plethora's unsatisfactory current financial position.

Value and form of the consideration offered

The indicative value of 11.65 pence per share (on the basis of the closing price of a Regent Pacific Share of HK$0.087 on 14 December 2015, being the last Business Day prior to this Announcement) represents a significant premium of 159.0 per cent. to the closing price per Plethora Share of 4.50 pence on 14 December 2015 (being the last Business Day prior to this Announcement) and exceeds the price of the last significant equity ordinary share issue by Plethora, which was priced at 9 pence per Plethora Share on 29 August 2014.

Plethora Shareholders should note that the value of the consideration that they will receive (once the Scheme becomes effective) will depend upon the market value of the New Regent Pacific Shares on the Effective Date, and this value may vary as Regent Pacific Shares are listed on the Hong Kong Stock Exchange and are also traded on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

The Regent Pacific Share price has traded between HK$0.083 and HK$0.245 over the 12 month period and HK$0.085 and HK$0.107 over the three month period, in each case up to and including 3 November 2015, being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period. A total value of HK$625,952,150 of Regent Pacific Shares (equivalent to approximately £53,376,551) have been traded over the 12 month period up to and including 3 November 2015. The New Regent Pacific Shares expected to be issued in connection with the Offer represents approximately 4 times that of the current number of Regent Pacific Shares in issue.

If the Scheme becomes effective, following which Plethora will be a wholly owned subsidiary of Regent Pacific, Plethora Shareholders will have the flexibility to choose whether to continue to have an ongoing economic exposure to the development of the Plethora business through holding New Regent Pacific Shares or alternatively realise some or all of the value of their New Regent Pacific Shares. The Combined Group will have other investments which will provide a degree of diversification of risk to Plethora Shareholders though there may be other risks associated with the investments and strategy of the Combined Group.

Board and Management alignment

Following completion of the Offer, it is intended that Michael G Wyllie will initially join the Regent Pacific Group as a member of senior management, remaining in his role as Chief Scientific Officer of Plethora and then join the Regent Pacific Board as an executive director at a later date. No incentivisation arrangements have been proposed or agreed in relation to Michael G Wyllie's expected appointment as an executive director of Regent Pacific at a later date. This appointment will provide a continuation of Michael G Wyllie's scientific overview and input to PSD502™ development as well as an understanding of the views of many current Plethora Shareholders. The consequent alignment of the Regent Pacific and Plethora management should be beneficial in allowing new strategic relations to be pursued and, should it be required, new funding sources to be examined.

Other factors

If the Scheme becomes effective, being part of the Combined Group should allow a reduction in the operating costs of the Plethora Group in particular as a result of cancelling the Plethora listing on AIM and a reduction of the size of the Plethora Board to Jamie Gibson and Michael G Wyllie.

Plethora Shareholders who receive New Regent Pacific Shares on the Effective Date should note that there may well be significant differences between the rights associated with the current Plethora Shares and the rights and obligations associated with such New Regent Pacific Shares, in particular in relation to pre-emption rights and trading and settlement of such shares. In addition, a Cayman Islands company whose shares are listed on Hong Kong Stock Exchange may be subject to differing legal (including corporate takeovers), taxation, corporate governance and accounting rules and regulations to that of a UK company on AIM. The Scheme Document will contain a summary of the key differences.

Conclusion

The Independent Plethora Director has considered the factors above in evaluating the Offer in relation to its value and the prospects provided by the Offer to Plethora Shareholders as compared to the outlook for Plethora on a standalone basis. The Independent Plethora Director would strongly urge Plethora Shareholders to consider carefully the material uncertainty as to whether the Plethora Group can continue trading as a going concern, particularly as regards its short term cash requirements, when considering the Offer.

5 Recommendation

The Independent Plethora Director, who has been so advised by Herax Partners LLP as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing advice to the Independent Plethora Director, Herax Partners LLP has taken into account the commercial assessments of the Independent Plethora Director. In addition, the Independent Plethora Director considers the terms of the Offer to be in the best interests of Plethora Shareholders as a whole.

Accordingly, the Independent Plethora Director intends to recommend that Plethora Shareholders vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the Plethora General Meeting as the Independent Plethora Director has irrevocably undertaken to do in respect of his own beneficial holdings of 1,759,127 Plethora Shares, representing approximately 0.21 per cent. of the issued ordinary share capital of Plethora in issue on 14 December 2015, being the last Business Day prior to publication of this Announcement.

6 Irrevocable undertaking and letters of intent

Regent Pacific has received an irrevocable undertaking from the Independent Plethora Director to vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the Plethora General Meeting in respect of a total of 1,759,127 Plethora Shares, representing approximately 0.21 per cent. of the issued ordinary share capital of Plethora in issue on 14 December 2015, being the last Business Day prior to publication of this Announcement. Further details of this irrevocable undertaking (including the circumstances in which it will fall away) are set out in Appendix III to this Announcement.

In addition, Regent Pacific has received letters of intent from W B Nominees Limited (being the nominee company of Walker Crips Stockbrokers Limited and in respect of discretionary clients) and Forest Nominees Limited (being the nominee company of Canaccord Genuity Wealth (International) Ltd and on behalf of certain other controllers and beneficial owners) to vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the Plethora General Meeting in respect of a total of 85,652,633 Plethora Shares, representing, in aggregate approximately 10.40 per cent. of Plethora's total issued ordinary share capital and approximately 11.63 per cent. of Plethora's issued ordinary share capital excluding Plethora Shares held by Regent Pacific, in each case on 14 December 2015 (being the last Business Day prior to the publication of this Announcement). Further details of the letters of intent are set out in Appendix III to this Announcement.

Regent Pacific has therefore received an irrevocable undertaking and letters of intent in respect of a total of 87,411,760 Plethora Shares representing, in aggregate, approximately 10.62 per cent. of Plethora's total issued ordinary share capital and approximately 11.87 per cent. of Plethora's issued ordinary share capital excluding Plethora Shares held by Regent Pacific, in each case on 14 December 2015 (being the last Business Day prior to the publication of this Announcement).

7 Information on Regent Pacific

Regent Pacific 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. Earlier in 2015, Regent Pacific disposed of a majority of its interest in Binary Holdings Ltd., and, where possible and practicable, intends 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.

Regent Pacific has generated average cash returns over the term of investment of nearly two times on material investment disposals (where Regent Pacific's investment was US$1 million (equivalent to approximately £0.7 million or HK$7.8 million) or more) over the last 6.5 years. This includes a 12.9 times cash return on the disposal of 938,978 shares in Binary Holdings Ltd in April 2015 for an aggregate consideration of US$15 million and a 2.2 times cash return on the disposal of Regent Pacific's entire investment in BC Iron Limited in 2013 for an aggregate consideration of US$88.8 million. Regent Pacific also had a marked-to-market unrealised gain of 35.7 per cent. on its position in Endeavour Mining Corporation for the six months ended 30 June 2015.

Regent Pacific's Total Shareholder Returns since January 2009 are set out in the table below:

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

Regent Pacific is currently in dispute with the Australian tax authorities in connection with a disposal by the Regent Pacific Group of an investment in BC Iron Limited, a company listed on the Australian Securities Exchange. The Australian Taxation Office considered that capital gains tax was payable in the amount of approximately A$12.78 million (equivalent to approximately US$9.3 million, £6.1 million or HK$71.9 million), which excludes interest that has accrued on this amount since 2 December 2013 which, as at 2 November 2015, was approximately A$2.57 million (equivalent to approximately US$1.9 million, £1.2 million or HK$14.5 million). On 24 January 2013, Regent Pacific received orders from the Federal Court of Australia in relation to a notice of assessment issued by the Australian Taxation Office (the "Assessment"), which stated that the tax was due and payable on 2 December 2013 and provided that Regent Pacific could not remove from Australia or dispose of, deal with or diminish the value of its assets in Australia up to the unencumbered value of the amount assessed.

Following orders from the Federal Court of Australia, Regent Pacific has granted a specific security deed to the Commonwealth of Australia in respect of certain of Regent Pacific's holding of 518,103,930 shares in Venturex Resources Limited, 10,854,568 shares in Bannerman Resources Limited and 12,700,000 shares in Tigers Realm Coal Limited, of which the aggregate market value (as at 31 October 2015) is approximately US$2.9 million (equivalent to approximately £1.9 million or HK$22.5 million) as security against the Assessment. In consideration for granting this security, the Commissioner of Taxation stayed recovery action in respect of the Assessment until the matter is resolved.

Regent Pacific has received independent tax advice that, based on a valuation of BC Iron Limited's real property (including mining tenements) and non-real property assets, Regent Pacific has a basis for challenging the assessment in its entirety and, accordingly, there is no longer a provision in Regent Pacific's financial statements relating to this dispute. Regent Pacific has shared its independent tax advice with the Commissioner of Taxation. Regent Pacific has received a copy of a report produced by an external consultant for the Commissioner of Taxation and understands that there are a number of matters of material disagreement, or on which a materially different view is held, between the Commissioner of Taxation's external consultant and Regent Pacific and its Australian tax advisers. The dispute is due to enter a formal dispute resolution process.

For the six months ended 30 June 2015, the Regent Pacific Group recorded a net profit of US$0.1 million (equivalent to approximately £66,000 or HK$0.8 million) and as of 30 June 2015 had net assets exceeding US$49.1 million (equivalent to approximately £32.5 million or HK$380.6 million). As at 2 November 2015, Regent Pacific had a net cash and unpledged listed equity securities balance of approximately US$13.7 million (equivalent to approximately £9.1 million or HK$106.2 million).

James Mellon is the Non-Executive Chairman of Plethora and Non-Executive Co-Chairman of Regent Pacific, and Jamie Gibson is an Executive Director and Chief Executive Officer of both Plethora and Regent Pacific.

8 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 prescription treatment for male premature ejaculation that obtained marketing authorisation from the EMA, as formally granted by the European Commission, in November 2013.

For the six months ended 30 June 2015, Plethora made a loss of £493,000 (equivalent to approximately US$746,000 or HK$5.8 million) and had a cash balance as at 30 June 2015 of £2.8 million (equivalent to approximately US $4.2 million or HK$32.8 million).

In September 2014, Plethora entered into its first commercialisation agreement with the pharmaceutical group Recordati. The agreement covers the commercialisation of PSD502™ in Europe, Russia and the Commonwealth of Independent States, Turkey and certain countries in North Africa. Under the terms of the agreement Recordati paid Plethora an initial €5 million milestone payment in November 2014. In addition, Recordati is obliged to pay Plethora the following amounts:

· a payment of €6 million upon grant of the variant approval from the EMA by 30 June 2016 for the new six dose canister (the reduced filled can);

· a payment of up to €10 million in total upon first commercial sales of PSD502™ in France, Germany, Italy, Spain and Portugal (being a payment of €2 million in respect of each of these countries);

· up to €25 million in aggregate in sales-based milestones ("Milestone Payments", see further below); and

· tiered percentage royalties on net sales, ranging from the mid-teens to the mid-twenties, for 10 years from first commercial sale, and thereafter at a single digit percentage royalty rate. 

The first Milestone Payment of €5 million is due when cumulative net sales of PSD502™ by Recordati or its affiliates exceed €100 million. Further sales based milestones are set for after this, with the full payment of €25 million being due to Plethora when cumulative net sales of PSD502™ by Recordati or its affiliates exceed €450 million.

Under the agreement with Recordati, Recordati will assume responsibility for commercialisation activities in the Recordati territory and will fund all costs associated with the: (i) sales and marketing programmes; and (ii) regulatory filings that it intends to pursue.

The agreement with Recordati is for an indefinite period and contains customary provision in respect of termination. In addition, the agreement contains various warranties and indemnities as are customary for such an agreement.

Development of the reduced fill can is progressing to schedule with the manufacture of all three good manufacturing practice product ("GMP") batches successfully completed earlier this month by Pharmaserve. The three GMP batches will now be placed on stability with Catalent. Plethora's management believes that the commercial launch of the reduced filled can PSD502™ is expected to take place in Europe during the latter half of 2016, to coincide with the availability of the first commercial production batches and Recordati's pre-launch marketing processes.

Plethora's management believes the premature ejaculation market will in due course be worth between US$500 million and US$3 billion.

Plethora's management is focused on commercialising PSD502™ with other strategic marketing partners and obtaining New Drug Application approval for PSD502™ with the FDA.

The Plethora Board 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).

9 Management, employees and locations

Following the completion of the Offer, the existing employment rights, including pension rights, of the management and employees of Plethora will be observed to the extent required by applicable law. Regent Pacific's plans for Plethora do not involve any material change in the conditions of employment of Plethora employees. Regent Pacific has no plans to change Plethora's places of business.

Following the completion of the Offer, the management of Plethora will be integrated into the management of Regent Pacific. Of particular importance, it is intended that Michael G Wyllie will stay on in his role as Chief Scientific Officer of Plethora, as well as initially becoming a member of Regent Pacific's senior management team, and will then join the Regent Pacific Board as an executive director at a later date. No incentivisation arrangements have been proposed or agreed in relation to Michael G Wyllie's expected appointment as an executive director of Regent Pacific at a later date. Michael G Wyllie will therefore be instrumental to the execution of the commercialisation of PSD502™ following completion of the Offer. As soon as practical following the Scheme becoming effective, it is intended that James Mellon, Anthony Baillieu and Greg Bailey will resign as directors of Plethora.

In light of the existing operational experience and familiarity with Plethora's business enjoyed by Jamie Gibson (Executive Director and CEO of Plethora) and James Mellon (Non-Executive Chairman of Plethora), Regent Pacific does not consider there to be any need to make significant changes to its management structure.

10 Plethora Option Scheme, Plethora LTIP and Plethora Convertible Instruments

Participants in the Plethora LTIP, the holders of options under the Plethora Option Scheme and the holders of any Plethora Convertible Instruments will, if required, be contacted regarding the effect of the Offer on their rights under the Plethora LTIP, the Plethora Option Scheme and the Plethora Convertible Instruments respectively and appropriate proposals be made to such participants and holders in due course. The Offer will extend to any Plethora Shares which are unconditionally allotted or issued as a result of: (i) the vesting of awards under the Plethora LTIP; (ii) the exercise of any options under the Plethora Option Scheme; and/or (iii) the conversion of any Plethora Convertible Instruments before the date on which the Offer closes (to be specified in the Scheme Document). Any Plethora Shares which are unconditionally allotted or issued after the date on which the Offer closes will be acquired automatically by Regent Pacific, on the terms of the Offer, pursuant to the articles of association of Plethora as proposed to be amended at the Plethora General Meeting.

11 New Regent Pacific Shares

The New Regent Pacific Shares will, when issued, be ordinary shares in the capital of Regent Pacific with a nominal value of US$0.01 each and will be fully paid and rank pari passu in all respects with the Regent Pacific shares in issue at the date of this Announcement.

Fractions of New Regent Pacific Shares will not be issued pursuant to the Offer. Entitlements to New Regent Pacific Shares pursuant to the Offer will be rounded down to the nearest whole number of New Regent Pacific Shares.

12 Structure of the Offer

It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between Plethora and Plethora Shareholders under Part 26 of the Companies Act.

Regent Pacific reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Plethora by it by way of a takeover offer (as such term is defined in section 974 of the Companies Act) as an alternative to the Scheme. In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation, and if agreed with the Panel) the inclusion of an acceptance condition set at 90 per cent. of the shares to which such takeover offer relates or such lesser percentage, being more than 50 per cent., as Regent Pacific may decide).

Further, if sufficient acceptances of such takeover offer are received and/or sufficient Plethora Shares are otherwise acquired, it would be the intention of Regent Pacific to apply the provisions of the Companies Act to acquire compulsorily any outstanding Plethora Shares to which such takeover offer relates.

The purpose of the Scheme is to provide for Regent Pacific to become the holder of the entire issued and to be issued ordinary share capital of Plethora not already directly or indirectly owned by it.

This is to be achieved by the transfer of the Plethora Shares to Regent Pacific, in consideration for which the Plethora Shareholders (other than Regent Pacific) will receive the New Regent Pacific Shares on the basis set out in paragraph 2 of this Announcement.

To become effective, the Scheme must be approved by a majority in number of the Plethora Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Plethora Shares voted. The Scheme also requires the passing at the Plethora General Meeting of resolution(s) necessary to implement the Scheme, and the approval of the Court. Regent Pacific (and any other members of the Regent Pacific Group holding Plethora Shares, or their nominees) will not attend or vote at the Court Meeting.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Once the necessary approvals from Plethora Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in Q1 2016.

The Conditions in paragraph 1 of Appendix I to this Announcement provide that the Scheme will lapse if:

· the Court Meeting and the Plethora General Meeting are not held by the 22nd day after the expected date of the Court Meeting and Plethora General Meeting, as to be set out in the Scheme Document in due course (or such later date as may be agreed between Regent Pacific and Plethora);

· the Court hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Regent Pacific and Plethora); or

· the Scheme does not become effective by 30 September 2016 (or such later date as may be agreed between Regent Pacific and Plethora, and as the Panel and the Court may allow),

provided however that the deadlines for the timing of the Court Meeting, the Plethora General Meeting and the Court hearing to approve the Scheme as set out above may be waived by Regent Pacific.

Upon the Scheme becoming effective, it will be binding on all Plethora Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Plethora General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to Plethora Shareholders (other than any Restricted Overseas Persons) as soon as reasonably practicable.

13 Scheme Document

It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this Announcement. The Scheme Document and Forms of Proxy will be made available to all Plethora Shareholders (other than any Restricted Overseas Persons) at no charge to them.

Plethora Shareholders are urged to read the Scheme Document and the accompanying Forms of Proxy because they will contain important information.

The Scheme Document will also contain a section highlighting the key corporate law differences between a Cayman Islands-incorporated company (Regent Pacific) and a company incorporated in England and Wales (Plethora), the key differences between a listing of shares on the Hong Kong Stock Exchange (Regent Pacific) and a listing of shares on AIM (Plethora) and the key corporate governance differences between Hong Kong and the United Kingdom, in particular minority interest protection, pre-emption rights, takeover rules and requirements for maintaining a listing.

14 Regent Pacific General Meeting and Regent Pacific Shareholder Circular

The Offer constitutes a "very substantial acquisition" and a "connected transaction" (each as defined in the Hong Kong Exchange Rules) for Regent Pacific. Regent Pacific will seek the approval of a simple majority of the Independent Regent Pacific Shareholders present and voting (in person or by proxy) at the Regent Pacific General Meeting in order to effect the Offer (including the approval of the issuance and allotment of the New Regent Pacific Shares).

On 15 December 2015, Regent Pacific published an announcement in connection with the Offer as required under the Hong Kong Exchange Rules. A copy of this announcement has been made available on Regent Pacific's website at www.regentpac.com.

In due course, Regent Pacific will publish the Regent Pacific Shareholder Circular to the Regent Pacific Shareholders which will summarise the background to and reasons for the Offer and will include a notice convening a Regent Pacific General Meeting for this purpose. Regent Pacific will publish the Regent Pacific Shareholder Circular in order to convene the Regent Pacific General Meeting on the same day as the Court Meeting.

A copy of the Regent Pacific Shareholder Circular will be made available on Regent Pacific's website at www.regentpac.com.

15 Conditions to the Offer

The Offer will be subject to the Conditions and further terms set out below and in Appendix I to this Announcement and to be set out in the Scheme Document.

The Offer is conditional upon, among other things, the Scheme becoming unconditional and effective, subject to the Takeover Code. The Scheme will be subject to the following conditions:

(i) its approval by a majority in number of the Plethora Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent at least 75 per cent. in value of the Plethora Shares voted by those Plethora Shareholders;

(ii) the resolution(s) required to approve and implement the Scheme being duly passed by Plethora Shareholders representing 75 per cent. or more of votes cast at the Plethora General Meeting;

(iii) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Plethora and Regent Pacific) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(iv) the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the New Regent Pacific Shares.

The Offer is also conditional upon the passing at the Regent Pacific General Meeting of such resolutions as are necessary to approve and effect the Offer (including the approval of the issuance and allotment of New Regent Pacific Shares), as further described in paragraph 14 above.

16 De-listing of Plethora Shares

Prior to the Scheme becoming effective, Plethora will make an application to the London Stock Exchange for the cancellation of trading in the Plethora Shares on AIM to take effect from or shortly after the Effective Date. The last day of dealings in Plethora Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. on that date.

17 Offer-related Arrangements

Confidentiality Agreement

Regent Pacific and Plethora entered into a confidentiality agreement on 8 September 2015 (the "Confidentiality Agreement") pursuant to which each of Regent Pacific and Plethora has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force for a period of 12 months from the date of the Confidentiality Agreement.

Cost Indemnity

In connection with the Offer, Regent Pacific has entered into a cost indemnity agreement dated 15 December 2015 with Plethora (the "Cost Indemnity"). Under the terms of the Cost Indemnity, if the Independent Plethora Director recommends Plethora Shareholders vote in favour of the Scheme, Regent Pacific will reimburse Plethora for any reasonable third party costs it properly incurs in connection with the Offer:

· up to an aggregate amount of US$150,000, if the Independent Regent Pacific Directors do not recommend that the Independent Regent Pacific Shareholders vote in favour of the ordinary resolutions approving the Offer at the Regent Pacific General Meeting (including the approval of the issuance and allotment of the New Regent Pacific Shares) or change their recommendation once it has been made and the Offer lapses or is terminated as a result of the resolutions approving the Offer or connected matters not being approved at the Regent Pacific General Meeting; or

· up to an aggregate amount of US$100,000, if the Independent Regent Pacific Directors do recommend that the Independent Regent Pacific Shareholders vote in favour of the ordinary resolutions approving the Offer at the Regent Pacific General Meeting (including the approval of the issuance and allotment of the New Regent Pacific Shares), such recommendation is not changed, but the Offer lapses or is terminated as a result of the resolutions approving the Offer or connected matters not being approved at the Regent Pacific General Meeting.

18 Holding shares in a company with a Hong Kong Main Board listing

In Hong Kong, an investor may hold shares in certificated form in which case its name is on the register of members or through CCASS in which case CCASS (being HKSCC Nominees Limited) is the shareholder on record on the register of members.

If an investor chooses to hold shares in certificated form in its own name, it is registered on the company's register of members as a shareholder (or, should the investor wish to do so, in the name of a chosen nominee). The registered owner has the legal right of owning the shares, and all financial reports and shareholders' circulars and entitlements are delivered to the owner directly. However, holding shares in certificated form in the investor's own name may cause inconvenience as it may require physical safe-keeping of the relevant share certificates which can be lost or stolen. It should be noted that to the extent that an investor wishes to trade shares on-exchange through the Hong Kong Stock Exchange, the certificated shares must be deposited back into CCASS for on-market trading, which may take up to 10 days.

On the other hand, an investor who holds their beneficial interest in shares through CCASS will be able to trade its shares on-exchange through the Hong Kong Stock Exchange. If an investor chooses to hold its shares through CCASS, 'HKSCC Nominees Limited' will be the registered shareholder of its shares and its beneficial interest in such shares will be represented through a book-keeping entry in either: (i) their investor participant account directly opened with the CCASS; or (ii) with its broker and/or bank (where their securities accounts are opened), which is a CCASS Participant.

If an investor chooses to hold its shares through the CCASS system, it is worth noting that all financial reports and shareholders' circulars and entitlements will therefore be delivered to the CCASS nominee, who will then pass on the reports and circulars and entitlements to the beneficial owner through the relevant brokers and/or banks. Investors should exercise their own discretion in choosing whether to hold shares in paper share certificates. Further information in relation to the manner in which Plethora shareholders can hold Regent Pacific shares will be provided in the Scheme Document in due course.

19 Remuneration arrangements - Jamie Gibson

A number of discussions took place during 2014 and in 2015 between the members of the Plethora Remuneration Committee in relation to the large time commitment of Jamie Gibson as CEO of Plethora and the level of his remuneration being inadequate for the role he was performing. A consultancy agreement was originally entered into between Regent Pacific and Plethora on 1 November 2013, under which Regent Pacific agreed to make available Jamie Gibson (or such other suitably qualified individual) to carry out such services and duties relating to Plethora as may be agreed between Regent Pacific and Plethora from time to time (the "Consultancy Agreement"). The amount payable by Plethora to Regent Pacific under the Consultancy Agreement was £36,000 per annum from 1 January 2014 to 31 December 2014 and £50,000 per annum from 1 January 2015 onwards.

On 30 September 2015, the Plethora Remuneration Committee (comprising James Mellon and Anthony Baillieu) agreed to award Jamie Gibson a salary of £200,000 per annum less the amount of the payment made by Plethora to Regent Pacific under the Consultancy Agreement, with effect retrospectively from 1 January 2014 to reflect his substantial services to Plethora since that date (the "CEO Salary").

As a result, on 22 October 2015, a payment of £276,497 was made by Plethora to Jamie Gibson for his services since 1 January 2014 (the "Retrospective Salary Payment"). This amount represents (i) £164,000 for the calendar year ended 31 December 2014 (being £200,000 less £36,000 paid to Regent Pacific pursuant to the terms of the Consultancy Agreement) and (ii) £112,497 for the 9 months from 1 January 2015 to 30 September 2015 (being 9/12 of £200,000 less £37,503 paid to Regent Pacific for the same period pursuant to the terms of the Consultancy Agreement).

The Independent Plethora Director considers the quantum of the CEO Salary and the Retrospective Salary Payment, to be fair and reasonable for a CEO of Plethora (also taking into account the amounts payable to Regent Pacific under the Consultancy Agreement), reflects the fact that Jamie Gibson's actual time commitment since 1 January 2014 has been considerably higher than expected and considers that the salary brings Jamie Gibson's remuneration to a reasonable level.

Herax Partners LLP, which is acting as the independent financial adviser to Plethora, considers the quantum of the CEO Salary and the Retrospective Salary Payment, for the purposes of Rule 16 of the Takeover Code, to be fair and reasonable. In providing advice to the Independent Plethora Director, Herax Partners LLP has taken into account the commercial assessments of the Plethora Directors.

20 Disclosure of Interests in Plethora

Regent Pacific confirms that it made an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code, on 17 November 2015, which also included all relevant details in respect of all persons acting in concert with Regent Pacific.

21 General

The Offer will be made on the terms and subject to the Conditions and further terms set out in Appendix I to this Announcement. The sources of information and bases of calculations contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertaking and letters of intent is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

The Scheme will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Panel and the FCA. The New Regent Pacific Shares are not being offered to the public by means of this Announcement. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Herax Partners LLP has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

22 Documents available on website

Copies of the following documents will be made available on Regent Pacific's and Plethora's websites at www.regentpac.com and www.plethorasolutions.co.uk respectively until the Effective Date:

· this Announcement;

· the Possible Offer Announcement;

· the irrevocable undertaking and letters of intent referred to in paragraph 6 above and summarised in Appendix III to this Announcement;

· the written consent provided by Herax Partners LLP; and

· the Confidentiality Agreement and the Cost Indemnity referred to in paragraph 17 above.

Important Notices

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Regent Pacific and no one else in connection with the Offer and will not be responsible to anyone other than Regent Pacific for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the 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.

Altus Capital Limited, which is licensed by the Securities and Futures Commission in Hong Kong, is acting exclusively as independent financial adviser for Regent Pacific and no one else in connection with the Offer and will not be responsible to anyone other than Regent Pacific for providing the protections afforded to clients of Altus Capital Limited or for providing advice in connection with the Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Altus Capital Limited nor any of its subsidiaries 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 Altus Capital Limited in connection with this announcement, any statement contained herein or otherwise.

Herax Partners LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Herax Partners LLP is acting exclusively as financial adviser to Plethora and no one else in connection with the Offer and shall not be responsible to anyone other than Plethora for providing the protections afforded to clients of Herax Partners LLP nor for providing advice in connection with the Offer or any matter referred to herein.

Further information

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Offer including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, AIM, the London Stock Exchange, the Financial Conduct Authority, the UKLA and the Hong Kong Stock Exchange.

Plethora will prepare the Scheme Document to be distributed to Plethora Shareholders. Plethora urges Plethora Shareholders to read the Scheme Document when it becomes available because it will contain important information in relation to the Offer, the New Regent Pacific Shares and the Combined Group. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.

The New Regent Pacific Shares are not being offered to the public by means of this Announcement. This Announcement does not constitute a prospectus or prospectus equivalent document.

Regent Pacific reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Plethora by way of a takeover offer (as such term is defined in section 974 of the Companies Act). In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation, and if agreed with the Panel) the inclusion of an acceptance condition set at 90 per cent. of the shares to which such takeover offer relates or such lesser percentage, being more than 50 per cent., as Regent Pacific may decide).

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 Offer 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 Offer 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 Offer, have not been, and will not be, registered under 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 Offer 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 Offer 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 Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer 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 Offer (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 Offer 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.

Forward Looking Statements

This Announcement, including any information included or incorporated by reference in this Announcement, contains statements about Regent Pacific and Plethora that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Regent Pacific's or Plethora's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Regent Pacific's or Plethora's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this Announcement. Neither Regent Pacific nor Plethora, nor any of their respective associates or directors, officers, employees, managers, agents, representatives, partners, members, consultants or advisers: (i) provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements will actually occur; nor (ii) assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law. Regent Pacific disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Regent Pacific or Plethora, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Regent Pacific or Plethora, as appropriate.

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 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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

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 Takeover Code to comply with Rule 2.12(c) of the Takeover Code.

Publication on Websites and Availability of Hard Copies

A copy of this Announcement and the documents listed in paragraph 22 below (Documents available on website) will be made available on Plethora's website at www.plethorasolutions.co.uk under the 'Investor Relations' tab (under the sub-heading 'Regent Pacific Offer') and on Regent Pacific's website at www.regentpac.com by clicking the 'Offer for Plethora' link by no later than 12:00 noon (London time) or 8:00 p.m. (Hong Kong time) on 16 December 2015 (being the Business Day following the date of this Announcement). The content of the websites referred to in this Announcement is not incorporated into and does not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Peel Hunt on +44 (0)20 7418 8900. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in the Announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme and the Offer

1 The Offer is conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than 30 September 2016 or such later date (if any) as Regent Pacific and Plethora may agree (if required) and the Panel and the Court may allow. In addition, it will be subject to the terms and conditions set out in the Scheme Document.

2 The Scheme will be subject to the following conditions:

2.1

(i) its approval by a majority in number of the Plethora Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Plethora Shares voted by those Plethora Shareholders; and

(ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting as to be set out in the Scheme Document in due course (or such later date as may be agreed by Regent Pacific and Plethora and the Court may allow);

2.2

(i) the resolution(s) required to approve and implement the Scheme being duly passed by Plethora Shareholders representing 75 per cent. or more of votes cast in person or by proxy at the Plethora General Meeting; and

(ii) such Plethora General Meeting being held on or before the 22nd day after the expected date of the Plethora General Meeting as to be set out in the Scheme Document in due course (or such later date as may be agreed by Regent Pacific and Plethora and the Court may allow);

2.3

(i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Plethora and Regent Pacific) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court approval hearing as set out in the Scheme Document in due course (or such later date as may be agreed by Regent Pacific and Plethora and the Court may allow).

3 In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Independent Regent Pacific Shareholder approval

(a) the passing at the Regent Pacific General Meeting of such resolution or resolutions as are necessary to approve, implement and effect the Offer including a resolution to approve the Offer and to authorise the creation and allotment of New Regent Pacific Shares;

Admission of the New Regent Pacific Shares

(b) the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the New Regent Pacific Shares;

Notifications, waiting periods and Authorisations

(c) other than in relation to the matters referred to in Conditions 3(a) and (b), all notifications, filings or applications which are necessary or considered appropriate or desirable by Regent Pacific (acting reasonably) having been made in connection with the Offer and all necessary waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations deemed reasonably necessary or appropriate by Regent Pacific in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Plethora or any other member of the Wider Plethora Group by any member of the Wider Regent Pacific Group having been obtained in terms and in a form reasonably satisfactory to Regent Pacific from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Plethora Group or the Wider Regent Pacific Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Plethora Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(d) other than in relation to the matters referred to in Conditions 3(b) and 3(c), no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Regent Pacific Group or by any member of the Wider Plethora Group of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Regent Pacific Group or the Wider Plethora Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Plethora Group or any asset owned by any Third Party (other than in the implementation of the Offer);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Regent Pacific Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Plethora (or any member of the Wider Plethora Group) or on the ability of any member of the Wider Plethora Group or any member of the Wider Regent Pacific Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Plethora Group;

(iv) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Plethora Group or any member of the Wider Regent Pacific Group;

(v) result in any member of the Wider Plethora Group or any member of the Wider Regent Pacific Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Plethora Group taken as a whole or the Wider Regent Pacific Group taken as a whole in the context of the Offer (as the case may be);

(vi) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Plethora by any member of the Wider Regent Pacific Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Plethora by any member of the Wider Regent Pacific Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Regent Pacific Group of any shares or other securities (or the equivalent) in any member of the Wider Plethora Group or any member of the Wider Regent Pacific Group;

(viii) impose any limitation on the ability of any member of the Wider Regent Pacific Group or any member of the Wider Plethora Group to conduct, integrate or co ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Regent Pacific Group and/or the Wider Plethora Group in a manner which is materially adverse to the Wider Regent Pacific Group and/or the Wider Plethora Group, in either case, taken as a whole or in the context of the Offer; or

(ix) impose any limitation on the ability of any member of the Wider Regent Pacific Group of any member of the Wider Plethora Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Regent Pacific Group and/or the Wider Plethora Group in each case in a manner which is adverse to and material in the context of the Wider Regent Pacific Group taken as a whole or of the obligations of any members of the Wider Plethora Group taken as a whole or in the context of the Offer,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Plethora Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Plethora Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Regent Pacific Group of any shares or other securities (or the equivalent) in Plethora or because of a change in the control or management of any member of the Wider Plethora Group or otherwise, could or might reasonably be expect to result in:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Plethora Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Plethora Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Plethora Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Plethora Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Plethora Group otherwise than in the ordinary course of business;

(v) any liability of any member of the Wider Plethora Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(vi) the rights, liabilities, obligations, interests or business of any member of the Wider Plethora Group or any member of the Wider Regent Pacific Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Plethora Group or any member of the Wider Regent Pacific Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vii) any member of the Wider Plethora Group ceasing to be able to carry on business under any name under which it presently carries on business;

(viii) the business, assets, value, financial or trading position, profits, operational performance or prospects of, any member of the Wider Plethora Group being prejudiced or adversely affected; or

(ix) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Plethora Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Plethora Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (e)(i) to (ix);

Certain events occurring since 31 December 2014

(f) except as Disclosed, no member of the Wider Plethora Group having since 31 December 2014:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Plethora Shares out of treasury (except, where relevant, as between Plethora and wholly owned subsidiaries of Plethora or between the wholly owned subsidiaries of Plethora and except for the issue or transfer out of treasury of Plethora Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Plethora LTIP);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Plethora to Plethora or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Offer (and except for transactions between Plethora and its wholly owned subsidiaries or between the wholly owned subsidiaries of Plethora and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Plethora Group taken as a whole;

(iv) except for transactions between Plethora and its wholly owned subsidiaries or between the wholly owned subsidiaries of Plethora, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Plethora and its wholly owned subsidiaries or between the wholly owned subsidiaries of Plethora, issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Plethora Group as a whole or the Wider Regent Pacific Group as a whole or in the context of the Offer;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Plethora Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider Plethora Group as a whole or the Wider Regent Pacific Group as a whole or in the context of the Offer;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course of business, senior executive of any member of the Wider Plethora Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Plethora Group which are material in the context of the Wider Plethora Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Plethora Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Plethora Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Plethora Group taken as a whole;

(xii) made any alteration to its memorandum or articles of association or other incorporation documents;

(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(a) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Plethora Group for its directors, employees or their dependants;

(b) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Plethora Group;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Plethora Group taken as a whole;

(xv) taken or proposed any steps or corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Plethora and its wholly owned subsidiaries or between the wholly owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme, merger of business or corporate entities or other transaction or arrangement (other than the Offer) which is material in the context of the Wider Plethora Group as a whole or the Wider Regent Pacific Group as a whole or in the context of the Offer (as the case may be);

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (h);

(xix) terminated or varied the terms of any agreement or arrangement between any member of the Wider Plethora Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Plethora Group taken as a whole; or

(xx) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Plethora Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No adverse change, litigation, regulatory enquiry or similar

(g) except as Disclosed, since 31 December 2014 there having been:

(i) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change or deterioration in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Plethora Group which is material in the context of the Wider Plethora Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Plethora Group or to which any member of the Wider Plethora Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Plethora Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Plethora Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Plethora Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Plethora Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Plethora Group taken as a whole;

(iv) no contingent or other liability having arisen or become apparent to Regent Pacific or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Plethora Group to an extent which is material in the context of the Wider Plethora Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Plethora Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Plethora Group taken as a whole or in the context of the Offer (as the case may be); and

No discovery of certain matters regarding information, liabilities and environmental issues

(h) except as Disclosed, Regent Pacific not having discovered:

(i) that any financial, business or other information concerning the Wider Plethora Group publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider Regent Pacific Group by or on behalf of any member of the Wider Plethora Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(ii) that any member of the Wider Plethora Group subject to any liability, contingent or otherwise and which is material in the context of the Wider Plethora Group taken as a whole or in the context of the Offer;

(iii) that, in relation to the use, treatment, storage, carriage, any release, emission, accumulation, discharge, disposal of any waste or substance or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco systems or otherwise relating to environmental matters of the health and safety of humans, no past or present member of the Wider Plethora Group, to an extent which is material in the context of the Wider Plethora Group taken as a whole or the Wider Regent Pacific Group taken as a whole or in the context of the Offer (A) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party; and/or (B) having incurred any liability (whether actual or contingent) to any Third Party; and/or (C) being likely to incur any liability (whether actual or contingent, including contribution to costs or indemnification liabilities), or being required, to make good, remediate, repair, reinstate or clean up the environment (including any property, assets or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Plethora Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest); or

(iv) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Plethora Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Plethora Group (or on its behalf) or by any person for which a member of the Wider Plethora Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Plethora Group taken as a whole;

Anti-corruption

(v) any member of the Wider Plethora Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(vi) any member of the Wider Plethora Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended); or

(vii) any past or present member of the Wider Plethora Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction; or

No criminal property

(viii) any asset of any member of the Wider Plethora Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Offer

1 Subject to the requirements of the Panel in accordance with the Takeover Code, Regent Pacific reserves the right to waive:

(i) any of the Conditions set out in the above Condition 2 for the timing of the Court Meeting, Plethora General Meeting and the Court hearing to approve the Scheme. If any such deadline is not met, Regent Pacific will make an announcement by 8:00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Plethora to extend the deadline in relation to the relevant Condition; and

(ii) in whole or in part, all or any of the above Conditions 3(a) to (h) (inclusive).

2 The Offer will lapse if the Scheme does not become effective by 11:59 p.m. (London time) on 30 September 2016 (or such later date as may be agreed between Regent Pacific and Plethora).

3 If Regent Pacific is required by the Panel to make an offer for Plethora Shares under the provisions of Rule 9 of the Takeover Code, Regent Pacific may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4 Regent Pacific will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3(a) to (h) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Regent Pacific reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Plethora by way of a takeover offer (as such term is defined in section 974 of the Companies Act). In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation, and if agreed with the Panel) the inclusion of an acceptance condition set at 90 per cent. of the shares to which such takeover offer relates or such lesser percentage, being more than 50 per cent., as Regent Pacific may decide).

Further, if sufficient acceptances of such takeover offer are received and/or sufficient Plethora Shares are otherwise acquired, it is the intention of Regent Pacific to apply the provisions of the Companies Act to acquire compulsorily any outstanding Plethora Shares to which such takeover offer relates.

5 In the event that the Offer is implemented by way of a takeover offer, the Plethora Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

6 If, after the date of this Announcement but prior to the Effective Date, any dividend or other distribution is declared, paid or made or payable by Plethora (a "relevant distribution"), Regent Pacific reserves the right (without prejudice to any right of Regent Pacific), with the consent of the Panel, to invoke Condition 3(g)(ii) above) to reduce the Exchange Ratio to reflect the aggregate amount of such dividend or distribution. Furthermore, Regent Pacific reserves the right to reduce the Exchange Ratio in such circumstances as are, and by such amount as is, permitted by the Panel.

If any such dividend or distribution occurs, any reference in this Announcement to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so reduced. If such reduction occurs, notwithstanding the terms on which the Plethora Shares are expressed to be acquired by Regent Pacific pursuant to the Offer in Appendix I, the Plethora Shares will be acquired by or on behalf of Regent Pacific pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the date of this Announcement.

To the extent that such a dividend, distribution or payment has been declared, paid, made or is payable is or will be: (i) transferred pursuant to the Offer on a basis which entitles Regent Pacific to receive the dividend, distribution or payment and to retain it; or (ii) cancelled, the Exchange Ratio will not be subject to change in accordance with this paragraph.

Any exercise by Regent Pacific of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer.

7 The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8 The New Regent Pacific Shares to be issued pursuant to the Offer have not been and will not be registered under the US Securities Act of 1933. Accordingly, the New Regent Pacific Shares may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to exemptions from applicable requirements of any such jurisdiction.

9 The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

10 The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Offer will be subject to the applicable requirements of the Takeover Code, the AIM Rules, the Hong Kong Exchange Rules, the Panel, the London Stock Exchange, the Hong Kong Stock Exchange, the Financial Conduct Authority, the UKLA and the Securities and Futures Commission of Hong Kong.

11 The New Regent Pacific Shares will be issued credited as fully paid and will rank pari passu in all aspects with the existing Regent Pacific Shares.

12 Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

1. All references to Plethora Shares are to Plethora ordinary shares of 1 pence each and references to Regent Pacific Shares are to Regent Pacific ordinary shares of HK$0.01 each.

2. The number of New Regent Pacific Shares issued under the Scheme to Plethora Shareholders (other than Regent Pacific) of 11,568,619,063 is calculated by multiplying the Exchange Ratio of 15.7076 by the number of Plethora Shares held by Plethora Shareholders (other than Regent Pacific) on 14 December 2015 (being the last Business Day prior to publication of this Announcement).

3. The aggregate value of the consideration of £85,824,275 is calculated by multiplying the number of New Regent Pacific Shares to be issued under the terms of the Scheme of 11,568,619,063 by the price per Regent Pacific Share of HK$0.087 (being the closing price on the last Business Day prior to publication of this Announcement) and converting this into Sterling at the exchange rate referred to in paragraph 10 below.

4. The percentage of the share capital of the Combined Group that will be owned by Plethora Shareholders (other than members of the Regent Pacific Group) of 65.98 per cent. is calculated by dividing the number of New Regent Pacific Shares to be issued to Plethora Shareholders (other than Regent Pacific) under the terms of the Scheme (as defined in paragraph 2 above) by the issued share capital of the Combined Group (as defined in paragraph 6 below) and multiplying the resulting sum by 100 to produce a percentage.

5. The fully diluted issued ordinary share capital of Plethora is based on:

(i) 823,297,686 Plethora Shares in issue as at the close of business on 14 December 2015 (being the last Business Day prior to publication of this Announcement);

(ii) 54,200,000 Plethora Shares subject to awards under the Plethora LTIP;

(iii) no Plethora Shares being issued in respect of the Plethora Option Scheme on the basis that as at 14 December 2015 (being the last Business Day prior to the date of this Announcement) the exercise price of the options under the Plethora Option Scheme was greater than the indicative offer price;

(iv) 103,589,489 Plethora Shares being issued under the JM Convertible Loan, the Galloway Warrants and the CfE Warrants; and

(v) no Plethora Shares being issued in respect of the Fundraising Warrants on the basis that as at 14 December 2015 (being the last Business Day prior to the date of this Announcement) the exercise price of the Fundraising Warrants was greater than the indicative offer price.

6. The share capital of the Combined Group has been calculated on the basis of:

(i) 3,485,730,523 Regent Pacific Shares in issue on 14 December 2015, being the last Business Day prior to the date of this Announcement; and

(ii) 14,047,113,239 New Regent Pacific Shares to be issued (being the sum of the New Regent Pacific Shares to be issued under the Scheme, as referred to in paragraph 2 above, and the New Regent Pacific Shares to be issued upon vesting and conversion of the awards and convertibles as referred to in paragraph 5(ii) and (iv) above)).

7. Unless otherwise stated all prices and closing prices for Regent Pacific Shares and Plethora Shares are closing prices derived from the daily quotations on the Hong Kong Stock Exchange and the AIM appendix to the London Stock Exchange's Daily Official List respectively.

8. Unless otherwise stated, the financial information relating to Plethora is extracted from the Plethora Interim Results, prepared in accordance with IFRS.

9. Unless otherwise stated, the financial information relating to Regent Pacific is extracted from the interim report of Regent Pacific for the six months to 30 June 2015, prepared in accordance with HKFRS.

10. Unless otherwise stated, the £/HK$, £/US$, A$/US$, A$/£, A$/HK$ and US$/HK$ exchange rates used are the rates displayed on Bloomberg of 11.7271, 1.5130, 0.7255, 0.4795, 5.6233 and 7.7509 respectively as at 5:00 p.m. (London time) on 14 December 2015, being the last Business Day prior to the publication of this Announcement.

11. Certain figures included in this Announcement have been subject to rounding adjustments.

APPENDIX IIIIRREVOCABLE UNDERTAKING AND LETTERS OF INTENT

Independent Plethora Director's Irrevocable Undertaking

Michael G Wyllie has irrevocably undertaken to Regent Pacific that he will exercise or abstain from exercising, or where applicable, procure the exercise of or the abstention from, all votes (whether on a show of hands or a poll or whether in person or by proxy) in relation to the 1,759,127 Plethora Shares held by him (together with any Plethora Shares issued after the date of the undertaking and attributable to or derived from such shares) at the Court Meeting and the Plethora General Meeting (in each case including any adjournment thereof) in favour of the Scheme.

This irrevocable undertaking ceases to be binding if the Scheme (or Offer, as applicable) does not become effective or lapses in accordance with its terms.

Other Plethora Shareholders

Letters of intent

The letters of intent from Forest Nominees Limited and W B Nominees Limited were provided on the basis of the terms (including the exchange ratio) set out in the Possible Offer Announcement.

W B Nominees Limited has given its letter of intent in respect of discretionary clients. W B Nominees Limited 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 it held at the time its letter of intent was provided and any other ordinary shares in Plethora of which it may hereafter become the registered owner, beneficial owner or in which it may become interested at any court meeting, general meeting or class meeting in connection with the Offer to enable the Offer to become effective.

Forest Nominees Limited has provided its letter of intent in respect of shares it holds on behalf of controllers or beneficial owners (set out in the table below) (the "Controllers") who have confirmed to Canaccord Genuity Wealth (International) Ltd that the letter of intent can be given. Forest Nominees Limited has confirmed that it is its and the Controllers' 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 71,804,175 ordinary shares in Plethora it held at the time its letter of intent was provided at any court meeting, general meeting or class meeting in connection with the Offer to enable the Offer to become effective.

APPENDIX IVDEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "HK$" are to the lawful currency of Hong Kong.

All references to "Euros", "EUR" and "€" are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the European Union.

All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.

All references to "A$" are to the lawful currency of Australia.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.