TIDM0575 TIDMPLE
RNS Number : 1424J
Regent Pacific Group Limited
15 December 2015
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE
FOR ANY REGENT PACIFIC GROUP LIMITED SHARES IN CONNECTION WITH THE
OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT
WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
15 December 2015
RECOMMENDED OFFER
for
PLETHORA SOLUTIONS HOLDINGS PLC ("PLETHORA")
by
REGENT PACIFIC GROUP LIMITED ("REGENT PACIFIC")
to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The Regent Pacific Board and the Independent Plethora
Director are pleased to announce that they have reached agreement
on the terms of a recommended share-for-share offer pursuant to
which Regent Pacific will acquire the entire issued and to be
issued ordinary share capital of Plethora not already directly or
indirectly owned by Regent Pacific (the "Offer"). It is proposed
that the Offer will be effected by means of a scheme of arrangement
of Plethora under Part 26 of the Companies Act (although Regent
Pacific reserves the right to effect the Offer by way of a takeover
offer).
-- It should be noted that Regent Pacific and its Concert
Parties together hold 29.88 per cent. of Plethora's issued ordinary
share capital. James Mellon is the Non-Executive Chairman of
Plethora and Non-Executive Co-Chairman of Regent Pacific, and Jamie
Gibson is an Executive Director and the Chief Executive Officer of
both Plethora and Regent Pacific.
-- Under the terms of the Offer, each Plethora Shareholder
(other than Regent Pacific) will receive:
for each Plethora Share 15.7076 New Regent Pacific Shares
-- Under the terms of the Offer, Plethora Shareholders (other
than Regent Pacific) will, in aggregate, receive approximately
11,568,619,063 New Regent Pacific Shares.
-- On the basis of the closing price of a Regent Pacific Share
of HK$0.087 on 14 December 2015 (being the last Business Day prior
to the publication of this Announcement), the Offer represents an
indicative value for each Plethora Share of 11.65 pence per share,
values the entire issued ordinary share capital of Plethora at
approximately GBP95.94 million and values the fully diluted share
capital at approximately GBP114.33 million. The Offer at the
indicative value of 11.65 pence per Plethora Share represents an
indicative premium of approximately:
-- 323.7 per cent. to the closing price per Plethora Share of
2.75 pence on 3 November 2015 (being the last Business Day prior to
the publication of the Possible Offer Announcement, which commenced
the Offer Period);
-- 159.0 per cent. to the closing price per Plethora Share of
4.50 pence on 14 December 2015 (being the last Business Day prior
to publication of this Announcement);
-- 123.7 per cent. to the 30 day volume-weighted average price
of Plethora Shares of 5.21 pence for the period from 15 November
2015 to 14 December 2015 (being the last Business Day prior to
publication of this Announcement); and
-- 29.5 per cent. to the last equity offer by Plethora which was
priced at 9 pence per Plethora Share on 29 August 2014.
-- On the basis of the closing price of a Regent Pacific Share
of HK$0.095 on 3 November 2015 (being the last Business Day prior
to the publication of the Possible Offer Announcement, which
commenced the Offer Period), the Offer represents an indicative
value for each Plethora Share of 12.5 pence per share, values the
entire issued ordinary share capital of Plethora at approximately
GBP102.9 million and values the fully diluted share capital at
approximately GBP122.6 million. The Offer at the indicative value
of 12.5 pence per Plethora Share represents an indicative premium
of approximately:
-- 354.5 per cent. to the closing price per Plethora Share of
2.75 pence on 3 November 2015 (being the last Business Day prior to
the publication of the Possible Offer Announcement, which commenced
the Offer Period);
-- 177.8 per cent. to the closing price per Plethora Share of
4.50 pence on 14 December 2015 (being the last Business Day prior
to publication of this Announcement);
-- 311.7 per cent. to the 30 day volume-weighted average price
of Plethora Shares of 3.04 pence for the period from 4 October 2015
to 3 November 2015 (being the last Business Day prior to the
publication of the Possible Offer Announcement, which commenced the
Offer Period); and
-- 38.9 per cent. to the last equity offer by Plethora which was
priced at 9 pence per Plethora Share on 29 August 2014.
-- Following completion of the Offer, Plethora Shareholders
(other than Regent Pacific) will hold approximately 65.98 per cent.
of the Combined Group.
-- The Regent Pacific Board believes that the acquisition of
Plethora will add a high quality asset to Regent Pacific, which
will serve as a key platform for growth in line with its strategic
objective to pursue strategic and value-led investments in the
healthcare and life sciences sectors. The acquisition will give
Regent Pacific an increased investment in Plethora's principal
product PSD502(TM), a treatment for premature ejaculation, which
represents an attractive investment ahead of its full
commercialisation. PSD502(TM) is an EMA approved prescription
treatment in the European Union and preparations by Plethora for a
New Drug Application to the US Food and Drug Administration are
advancing well.
-- The Regent Pacific Board believes that the Offer will deliver
significant benefits to Plethora and the shareholders of the
Combined Group, including the following:
-- the Offer will allow the management team to focus on the
successful commercialisation of PSD502(TM) as quickly as possible,
in particular in the remaining key markets of the U.S., Latin
America and Asia Pacific regions. Regent Pacific believes that Asia
Pacific is likely to become a key component to the eventual
marketing and distribution strategy for PSD502(TM) and Regent
Pacific's Hong Kong office will provide an excellent base from
which to manage the controlled launch of the product following
receipt of relevant regulatory approvals. PSD502(TM) is likely to
be introduced in Europe initially, as it has already secured
European Medicines Agency approval;
-- a single aligned management team, with deep knowledge of the
industry and product, will be created by the Offer. Led by Jamie
Gibson (currently Chief Executive Officer of both Regent Pacific
and Plethora), the Combined Group will combine Plethora's
scientific expertise, under Michael G Wyllie's leadership, with
Regent Pacific's corporate, management and commercial skills;
-- net cash and proceeds from the sale of unpledged listed
equity securities available to Regent Pacific will assist Plethora
with the commercialisation of PSD502(TM) in the medium term and
reduce the uncertainty for Plethora as to the availability of
capital in this period; and
-- the Offer will provide Plethora Shareholders with a Hong Kong
Main Board listing and is therefore expected to foster greater
liquidity for the stock.
-- The Independent Plethora Director, who has been so advised by
Herax Partners LLP as to the financial terms of the Offer,
considers the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Plethora Director, Herax
Partners LLP has taken into account the commercial assessments of
the Independent Plethora Director. In addition, the Independent
Plethora Director considers the terms of the Offer to be in the
best interests of Plethora Shareholders as a whole.
-- Accordingly, the Independent Plethora Director intends to
recommend that the Plethora Shareholders vote in favour of the
Scheme at the Court Meeting and the resolution(s) to be proposed at
the Plethora General Meeting, as the Independent Plethora Director
has irrevocably undertaken to do in respect of his own beneficial
holdings of 1,759,127 Plethora Shares, representing, in aggregate,
approximately 0.21 per cent. of the issued ordinary share capital
of Plethora in issue on 14 December 2015, being the last Business
Day prior to the publication of this Announcement.
-- Regent Pacific has also received letters of intent to vote in
favour of the Scheme at the Court Meeting and the resolution(s) to
be proposed at the Plethora General Meeting from Forest Nominees
Limited (being the nominee company of Canaccord Genuity Wealth
(International) Ltd and on behalf of certain other controllers and
beneficial owners) and W B Nominees Limited (being the nominee
company of Walker Crips Stockbrokers Limited and in respect of
discretionary clients) in respect of a total of 85,652,633 Plethora
Shares representing, in aggregate, approximately 10.40 per cent. of
Plethora's total issued ordinary share capital and approximately
11.63 per cent. of Plethora's issued ordinary share capital
excluding Plethora Shares held by Regent Pacific, in each case on
14 December 2015 (being the last Business Day prior to the
publication of this Announcement).
-- As the Offer is a "very substantial acquisition" and a
"connected transaction" for Regent Pacific under the Hong Kong
Exchange Rules, the Offer is conditional on, inter alia, the
approval by a simple majority of the Independent Regent Pacific
Shareholders present and voting (in person or by proxy) at the
Regent Pacific General Meeting (including the approval of the
issuance and allotment of the New Regent Pacific Shares).
(MORE TO FOLLOW) Dow Jones Newswires
December 15, 2015 08:30 ET (13:30 GMT)
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