TIDM0575 TIDMPLE
RNS Number : 3438P
Regent Pacific Group Limited
17 February 2016
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")
by
Regent Pacific Group Limited ("Regent Pacific" or the
"Company")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
17 February 2016
Disposal of Shares in Endeavour Mining Corporation
The Company announces that during the period from 14 January to
16 February 2016, it disposed of 449,179 Endeavour Shares by a
series of on-market transactions, at the average price of
approximately C$8.69 (or approximately US$6.27 or HK$48.91) per
Endeavour Share, representing approximately 0.76 per cent of the
existing issued share capital of Endeavour, for an aggregate cash
consideration approximately of C$3.90 million (or approximately
US$2.82 million or HK$22.00 million).
Prior to the Endeavour Disposal, the Company held 449,179
Endeavour Shares, representing approximately 0.76 per cent of the
existing issued share capital of Endeavour, comprising: (i)
4,112,197 Endeavour Shares held at 18 October 2012, following the
completion of the acquisition of Avion Gold Corporation (formerly
TSX: AVR and OTCQX: AVGCF, in which the Company held shares) by
Endeavour in an all share transaction, which were acquired for an
aggregate amount of cash consideration of approximately C$10.28
million (or approximately US$7.42 million or HK$57.88 million)
(details of the holding having been announced by the Company on 16
October 2012); and (ii) an aggregate of 379,600 Endeavour Shares
acquired during the period from 19 October 2012 to 16 November 2012
by a series of on-market transactions for an aggregate amount of
cash consideration of approximately C$0.86 million (or
approximately US$0.62 million or HK$4.84 million), which, together,
were reduced to 449,179 Endeavour Shares after completion of a
one-for-ten share consolidation on 1 December 2015.
In respect of all acquisitions of Endeavour Shares to date, the
average price paid by the Company was approximately C$24.80 (or
approximately US$17.90 or HK$139.62) per Endeavour Share (after
completion of a one-for-ten share consolidation), for an aggregate
cash consideration of approximately C$11.14 million (or
approximately US$8.04 million or HK$62.71 million).
The Endeavour Disposal has provided the Company with total gross
proceeds (before expenses) of approximately C$3.90 million (or
approximately US$2.82 million or HK$22.00 million) and a net
realised gain of approximately of C$0.47 million (or approximately
US$0.34 million or HK$2.65 million) which will be recognised in the
Company's results for the six months to 30 June 2016. However,
taken as a whole, the Endeavour Disposal has generated a total net
realised loss before expenses of approximately C$7.24 million (or
approximately US$5.23 million or HK$40.79 million), calculated by
deducting the acquisition costs from the total proceeds of the
disposal (before expenses) of 449,179 Endeavour Shares.
The Company expects to recognise in its income statement a
result different from that disclosed above, principally by
reference to the carrying value of 449,179 Endeavour Shares, the
subject of the Endeavour Disposal, as recorded in the Company's
accounts. The difference between the two calculations arises and is
derived from the relevant exchange rate ascribed by the Company at
the relevant trade date for each acquisition of Endeavour
Shares.
Following the Endeavour Disposal, the Company ceased to have any
interests in Endeavour.
Use of proceeds
The proceeds from the Endeavour Disposal will be used for
general working capital purposes, including the discharge of costs
and expenses associated with the intended acquisition of Plethora
Solutions Holdings plc ("Plethora"), the details of which have
previously been disclosed by way of a very substantial and
connected acquisition announcement made on the HK Stock Exchange on
15 December 2015, together with the associated circular dated 4
February 2016, and for assisting Plethora with the
commercialisation of PSD502(TM) following completion of the
acquisition.
Enquiries:
Peel Hunt LLP (Financial Adviser
to Regent)
Charles Batten Tel: +44 207
Oliver Jackson 418 8900
Finsbury Asia Limited (Communications
Adviser to Regent)
London: Faeth Birch Tel: +44 207
Asia: Alastair Hetherington 251 3801
Tel: +852 3166
9888
Background on Endeavour
Endeavour is an intermediate gold producer delivering production
growth. Endeavour owns four gold mines producing 500,000 ounces per
year in Mali, Ghana, Burkina Faso, and Côte d'Ivoire. Endeavour
produced 518,000 ounces of gold for its financial year ended 31
December 2015, which comfortably surpassed the high end of its 2015
production guidance of 475 - 500 koz. Endeavour has provided very
strong financial year ended 2016 consolidated operating guidance of
575 - 600 koz with "all in sustaining cost" of
US$875-US$925/oz.
In addition, the Houndé Project in Burkina Faso is fully
permitted and has a 2.1 million ounce reserve and the potential to
produce 190,000 ounces per year over 10 years.
Endeavour is listed on the Toronto Stock Exchange (TSX: EDV) and
Australian Securities Exchange (ASX: EVR), and also trades on the
OTCQX (OTCQX: EDVMF).
Further information on Endeavour can also be found on its
website www.endeavourmining.com.
Reasons for the Endeavour Disposal
The Company 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. As
previously disclosed, it is the Company's intention, where possible
and practicable, 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.
The Company's legacy position in Endeavour falls outside its
core focus, being the healthcare and life sciences sectors, and, as
such, the Endeavour Disposal is entirely consistent with its new
healthcare and life sciences strategy. Moreover, the Directors are
of the view that the Endeavour Disposal represents an ideal
opportunity for the Company to monetise its shareholding in
Endeavour.
The Directors consider the Endeavour Disposal to be on normal
commercial terms and in the ordinary and usual course of business
of the Company. They believe that the terms of the Endeavour
Disposal are fair and reasonable and in the interests of the
Company and the Shareholders as a whole.
Basis of consideration
The consideration for the Endeavour Disposal was determined on
the basis of normal commercial terms and arm's length transactions
by on-market trades.
The Directors consider the Endeavour Disposal to be on normal
commercial terms and in the ordinary and usual course of business
of the Company. They believe that the terms of the Endeavour
Disposal are fair and reasonable and in the interests of the
Company and the Shareholders as a whole.
In respect of the Company's interest in Endeavour, the Company's
attributable share (being 0.76 per cent disposed of) of
Endeavour's: (i) net loss before taxes for the financial year ended
31 December 2014 from continued operations was approximately
US$2.86 million (or approximately HK$22.31 million); and (ii) net
loss before taxes for the financial year ended 31 December 2013
from continued operations was approximately US$3.71 million (or
approximately HK$28.94 million).
In respect of the Company's interest in Endeavour, the Company's
attributable share (being 0.76 per cent disposed of) of
Endeavour's: (i) net loss after taxes for the financial year ended
31 December 2014 from continued operations was approximately
US$2.49 million (or approximately HK$19.42 million); and (ii) net
loss after taxes for the financial year ended 31 December 2013 from
continued operations was approximately US$2.83 million (or
approximately HK$22.07 million).
The net asset value of Endeavour was approximately US$501.74
million (or approximately HK$3,913.57 million) as 30 September
2015, as reported in Endeavour's latest publicly disclosed
quarterly financial statements for the period ended 30 September
2015.
Principal business activities of the Company
The Company is a limited liability company incorporated under
the laws of the Cayman Islands whose Shares are listed on the HK
Stock Exchange and whose strategy is as stated above under the
heading "Reasons for the Endeavour Disposal".
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.
February 17, 2016 06:30 ET (11:30 GMT)
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.
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 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.
Directors
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).
Definitions
In this announcement, the following expressions have the
following meanings unless the context require otherwise:
"ASX" the Australian Securities Exchange
"Board" the board of directors of the Company
"C$" Canadian dollars, the lawful currency
of Canada
"China" Peoples' Republic of China
"Director(s)" the directors of the Company
"Endeavour" Endeavour Mining Corporation, a
Canadian-based public company, whose
shares are dually listed on TSX
(TSX: EDV) and ASX (ASX: EVR) and
are also traded on the OTCQX (OTCQX:
EDVMF)
"Endeavour Disposal" the disposal of 449,179 Endeavour
Shares by a series of on-market
transactions during the period from
14 January to 16 February 2016 for
an aggregate cash consideration
of approximately C$3.90 million
(or approximately US$2.82 million
or HK$22.00 million)
"Endeavour Share(s)" the listed common shares of C$0.01
each in the capital of Endeavour
"Group" the Company and its subsidiaries
"HK Stock Exchange" The Stock Exchange of Hong Kong
Limited
"HK$" Hong Kong dollars, the lawful currency
in Hong Kong
"OTCQX" the Over the Counter Qualified Exchange
of the United States
"Shareholder(s)" the holders of the Shares
"Share(s)" the ordinary shares, with voting
rights, of US$0.01 each in the capital
of the Company, which are listed
on the HK Stock Exchange and are
also traded on the Open Market (Freiverkehr)
of the Frankfurt Stock Exchange
"TSX" the Toronto Stock Exchange
"US$" United States dollars, the lawful
currency in the United States
Note: Unless otherwise specified herein, (i) amounts denominated
in C$ have been translated, for the purpose of illustration only,
into US$ using the exchange rate of C$1.00 = US$0.7218; and (ii)
amounts denominated in US$ have been translated, for the purpose of
illustration only, into HK$ using the exchange rate of US$1.00 =
HK$7.80.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 17, 2016 06:30 ET (11:30 GMT)
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