TIDMPLE TIDM0575
RNS Number : 4353R
Plethora Solutions Holdings PLC
08 March 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 acquisition of Plethora Solutions Holdings plc
("Plethora")
by
Regent Pacific Group Limited ("Regent Pacific")
effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
8 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.
Enquiries:
Plethora
Michael G Wyllie, Chief Scientific Tel: +44 203
Officer 077 5400
Herax Partners LLP (Rule 3 Financial
Adviser to Plethora) Tel: +44 207
John Mellett 399 1680
Angus MacPherson
Tel: +44 207
finnCap (Plethora Nomad and Broker) 220 0500
(Corporate
Geoff Nash Finance)
Grant Bergman
Citigate Dewe Rogerson (Communications
Adviser to Plethora)
David Dible Tel: +44 207
Sylvie Berrebi 638 9571
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
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.
March 08, 2016 10:12 ET (15:12 GMT)
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.
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).
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).
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAAKFDKPBKDONK
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March 08, 2016 10:12 ET (15:12 GMT)
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