Tue, 26th Jan 2016 09:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
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 offer for Plethora Solutions Holdings plc ("Plethora")
Regent Pacific Group Limited ("Regent Pacific")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
26 January 2016
The directors (the "Directors" or the "Board") of Regent Pacific wish to inform the shareholders of Regent Pacific (the "Shareholders") and potential investors that based on an initial assessment of financially available information, that Regent Pacific and its subsidiaries (the "Group") are expected to record a loss attributable to the Shareholders for the year ended 31 December 2015 of US$9 million (or approximately HK$70.20 million) (the "Loss Estimate"), similar in quantum when compared to the loss of US$8.56 million (or approximately HK$66.77 million) for the financial year ended 2014.
Regent Pacific will continue to update investors and Shareholders accordingly.
The financial year concluded on 31 December 2015 and, consequently, Regent Pacific is still in the process of finalising the Group's annual results. The Loss Estimate contained in this announcement is only an initial assessment by the Directors based on a preliminary review of the currently available and unaudited management accounts, which is subject to change. Regent Pacific will publish its audited annual results for the year ended 31 December 2015 as soon as practicable, but not later than 31 March 2016 and, following its publication, Shareholders and potential investors are advised to read them carefully.
Rule 28 of the City Code on Takeovers and Mergers (the "Code")
On 15 December 2015, Plethora and Regent Pacific announced a recommended offer, in accordance with Rule 2.7 of the Code, made by Regent Pacific for all the issued and to be issued share capital of Plethora not already owned by Regent Pacific and to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
For the purposes of Rule 28 of the Code, the Directors of Regent Pacific confirm that the Loss Estimate has been prepared on a basis consistent with that adopted by Regent Pacific in the preparation of its interim unaudited financial statements for the six months ended 30 June 2015 and with that expected to be adopted in its financial statements for the year ended 31 December 2015. The annual financial statements of Regent Pacific are prepared in accordance with all applicable Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and interpretations issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance. In addition, Regent Pacific's financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange Limited.
The Loss Estimate is based on the unaudited management accounts for the financial year ended 31 December 2015, which is preliminary in nature and subject to the review by the Company's external auditors during their annual audit process of the Company's financial statements for the year ended 31 December 2015. The material assumptions that the Company has made in preparing the Loss Estimate are:- (i) it is not required to make a provision for the Australian capital gains tax on the disposal of its shares in BC Iron Limited; and (ii) there is no impairment loss on its interests in associate(s) during the annual impairment test that will be reviewed during the annual audit process by the Company's external auditors.
Shareholders and potential investors are advised to exercise caution when dealing in the shares of Regent Pacific.
Note: Unless otherwise specified herein, amounts denominated in US$ have been translated, for the purpose of illustration only, into HK$ using the exchange rate of US$1.00 = HK$7.80.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Plethora's website (http://www.plethorasolutions.co.uk/news.php).
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.
The distribution of this announcement in jurisdictions outside the United Kingdom and Hong Kong may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Regent and no one else in connection with the Possible Offer 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 Possible 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.
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 Possible Offer 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 Possible Offer, 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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 27 January 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).