Wed, 9th Mar 2016 08:15
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
HONG KONG EXCHANGES AND CLEARING LIMITED AND THE STOCK EXCHANGE OF HONG KONG LIMITED TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, MAKE NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS ANNOUNCEMENT.
Recommended acquisition of Plethora Solutions Holdings plc ("Plethora")
Regent Pacific Group Limited ("Regent Pacific")
effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
9 March 2016
Scheme becomes Effective
In connection with the recommended acquisition by Regent Pacific (Hong Kong Stock Code:0575) for the entire issued and to be issued ordinary share capital of Plethora (AIM:PLE) (the "Acquisition") to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Plethora and Regent Pacific are pleased to announce that the Scheme has today become Effective in accordance with its terms. This follows the Court's sanction of the Scheme at the Scheme Court Hearing on 8 March 2016.
Accordingly, pursuant to the terms of the Scheme, Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 7 March 2016, will receive 15.7076 New Regent Pacific Shares for each Scheme Share held, subject to rounding for fractional entitlements. As a result, the Scheme Shareholders, the holders of the JM Convertible Loan, the Galloway Warrants and the CfE Warrants and the holders of awards under the Plethora LTIP will, in aggregate, receive 13,886,781,298 New Regent Pacific Shares. The total number of New Regent Pacific Shares issued represents approximately 79.94 per cent. of the issued share capital of the Enlarged Group and has resulted in Regent Pacific's issued share capital increasing by 398 per cent., and in the holdings of existing Independent Regent Pacific Shareholders being diluted to approximately 14.14 per cent. of the issued share capital of the Enlarged Group.
Shares will be issued in certificated form and, subject to any alternative arrangements which may be possible in accordance with the Scheme Document (as defined below), will be posted to the addresses of the Scheme Shareholders as shown in the register of members of Plethora at the Scheme Record Time, together with the other eligible recipients referred to above. For more information on this process, and how to trade New Regent Pacific Shares received pursuant to the Acquisition, please refer to Paragraph 8 of Part I and Part A of Appendix II of the scheme document sent or made available to Plethora Shareholders on 4 February 2016 (which is available on Plethora's website at www.plethorasolutions.co.uk) (the "Scheme Document").
Share certificates in respect of New Regent Pacific Shares will be despatched to Plethora Shareholders and the other eligible recipients, referred to above, within 14 days of today, the Effective Date.
As announced yesterday, 8 March 2016, the admission to trading of Plethora Shares on AIM was suspended with effect from 7.30 a.m. (London time) 8 March 2016. The cancellation of admission to trading of Plethora Shares on AIM has been applied for and is expected to take effect by 8.00 a.m. (London time) on 11 March 2016.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Michael G Wyllie, Chief Scientific Officer
Tel: +44 203 077 5400
Herax Partners LLP (Rule 3 Financial Adviser to Plethora)
Tel: +44 207 399 1680
finnCap (Plethora Nomad and Broker)
Tel: +44 207 220 0500
Citigate Dewe Rogerson (Communications Adviser to Plethora)
Tel: +44 207 638 9571
Peel Hunt LLP (Financial Adviser to Regent)
Tel: +44 207 418 8900
Finsbury Asia Limited (Communications Adviser to Regent)
London: Faeth Birch
Asia: Alastair Hetherington
Tel: +44 207 251 3801
Tel: +852 3166 9888
This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Regent and no one else in connection with the Acquisition and will not be responsible to anyone other than Regent for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the Acquisition, the content of this announcement or any matter or arrangement referred to herein. Neither Peel Hunt LLP nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt LLP in connection with this announcement, any statement contained herein or otherwise.
Herax Partners LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Plethora and no one else in connection with the Acquisition and will not be responsible to anyone other than Plethora for providing the protections afforded to clients of Herax Partners LLP or for providing advice in connection with the Acquisition, the content of this announcement or any matter or arrangement referred to herein. Neither Herax Partners LLP nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Herax Partners LLP in connection with this announcement, any statement contained herein or otherwise.
Overseas Plethora Shareholders
The distribution of this announcement in jurisdictions outside the United Kingdom and Hong Kong may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Plethora Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The New Regent Pacific Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.
This announcement is not an offer of securities for sale in the United States and the New Regent Pacific Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act 1933 (the "US Securities Act") or under the securities law of any state, district or other jurisdiction of the United States or any Restricted Jurisdiction and no regulatory clearance in respect of the New Regent Pacific Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. Accordingly, the New Regent Pacific Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Regent Pacific Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Plethora Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Regent Pacific or Plethora prior to, or of Regent Pacific after, the Effective Date will be subject to certain US transfer restrictions relating to the New Regent Pacific Shares received pursuant to the Scheme.
None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
Regent Pacific is organised under the laws of the Cayman Islands. Plethora is organised under the laws of England and Wales. All of the officers and directors of Regent Pacific and Plethora are residents of countries other than the United States. The significant majority of the assets of Regent Pacific and Plethora are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon Regent Pacific, Plethora, or any of their respective officers or directors, or to enforce outside the United States judgements obtained against Regent Pacific, Plethora, or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue Regent Pacific or Plethora or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel Regent Pacific, Plethora and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
Warning: The contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. Hong Kong holders of Plethora Shares are advised to exercise caution in relation to the Acquisition and the contents of this announcement. If a Hong Kong holder of Plethora Shares is in any doubt about any of the contents of this announcement, they should obtain independent professional advice. Please note that (i) neither this announcement nor any other document constitutes an offer or sale in Hong Kong of Regent Pacific Shares, (ii) no Regent Pacific Shares may be offered or sold in Hong Kong by means of this announcement or any other document other than to professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) ("SFO") and any rules made thereunder ("professional investors"), or in other circumstances which do not result in this announcement being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32) ("CWUMPO") or which do not constitute an offer or invitation to the public for the purposes of the CWUMPO or the SFO, and (iii) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Regent Pacific Shares which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to those Regent Pacific Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to such professional investors.
Publication on Website
A copy of this announcement will be made available at www.plethorasolutions.co.uk no later than 12:00 noon (London time) or 8:00 p.m. (Hong Kong time) on 10 March 2016 (being the business day following the date of this announcement). A copy of this announcement will be made available as soon as possible at www.regentpac.com. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
The board of directors of Regent Pacific consists of James Mellon (Non-Executive Co-Chairman), Stephen Dattels (Non-Executive Co-Chairman), Jamie Gibson (Executive Director and Chief Executive Officer), David Comba (Independent Non-Executive Director), Julie Oates (Independent Non-Executive Director), Mark Searle (Independent Non-Executive Director) and Jayne Sutcliffe (Non-Executive Director).
The board of directors of Plethora consists of James Mellon (Non-Executive Chairman), Jamie Gibson (Executive Director and CEO), Michael G Wyllie (Chief Scientific Officer), Greg Bailey (Non-Executive Director) and Anthony Baillieu (Non-Executive Director).