TIDM0575 TIDMPLE
RNS Number : 9736P
Regent Pacific Group Limited
24 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER
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.
For immediate release
24 February 2016
Regent Pacific Group Limited ("Regent Pacific")
Recommended Acquisition of Plethora Solutions Holdings plc
("Plethora")
Letter of Intent received from Capital for Enterprise Fund A
L.P.
On 15 December 2015, Plethora (AIM:PLE) and Regent Pacific (Hong
Kong Stock Code:0575) jointly announced in the United Kingdom a
recommended offer, in accordance with rule 2.7 of the City Code on
Takeovers and Mergers, made by Regent Pacific for all the issued
and to be issued share capital of Plethora not already owned by
Regent Pacific (the "Acquisition"). The scheme document relating to
the Acquisition (the "Scheme Document") was posted to Plethora
Shareholders on 4 February 2016.
Regent Pacific is pleased to announce that it has received a
letter of intent from Capital for Enterprise Fund A L.P. ("CfE") in
relation to 52,356,516 ordinary shares in the capital of Plethora
representing approximately 6.36 per cent. of the current issued
ordinary share capital of Plethora.
CfE is also interested in 100 per cent. of the CfE loan warrant
instrument. Based on the current fully diluted ordinary share
capital, the warrant allows CfE to subscribe for up to 32,471,058
shares.
CfE 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 they currently hold at any court meeting,
general meeting or class meeting in connection with the Acquisition
to enable the Acquisition to become effective.
As a result, in aggregate, Regent Pacific has now received
letters of intent in relation to 138,009,149 ordinary shares in
Plethora, representing approximately 16.76 per cent. of the current
issued ordinary share capital of Plethora. In aggregate with the
irrevocable commitment from Michael G Wyllie in relation to
1,759,127 ordinary shares in Plethora, representing approximately
0.21 per cent. of the current issued ordinary share capital of
Plethora and the intention of the other Plethora Directors who hold
an interest in, in aggregate, 155,914,371 Plethora Shares
representing approximately 18.94 per cent. of Plethora's total
ordinary share capital, Regent Pacific now has received irrevocable
commitments, letters of intent or statements of intent in relation
to 295,682,647 shares representing approximately 35.91 per cent. of
the total ordinary share capital.
Capitalised terms used in this announcement have the meaning
given to them in the Scheme Document.
Information on Regent Pacific
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).
Enquiries
Peel Hunt LLP (Financial Adviser
to Regent) +44 207 418 8900
Charles Batten
Oliver Jackson
Finsbury (Communications Adviser
to Regent)
+44 (0) 20 7251
London: Faeth Birch 3801
Asia: Alastair Hetherington +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
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.
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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 pm (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.regentpac.com no later than 12:00 noon (London time) or 8.00
p.m. (Hong Kong time) on 25 February 2016 (being the business day
following the date of this announcement). A copy of this
announcement will be made available as soon as possible at
www.plethorasolutions.co.uk. The content of the websites referred
to in this announcement is not incorporated into and does not form
part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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