TIDMPLE
RNS Number : 0141K
Plethora Solutions Holdings PLC
23 December 2015
23 December 2015
THE FOLLOWING 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, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
LOAN AGREEMENT BETWEEN PLETHORA SOLUTIONS HOLDINGS PLC
("PLETHORA" OR THE "COMPANY") AND REGENT PACIFIC GROUP LIMITED
("REGENT PACIFIC")
The Board of Plethora is pleased to announce the signing of a
loan agreement with Regent Pacific on 23 December 2015 (the "Loan
Agreement") whereby Regent Pacific will make available to Plethora
a sterling term loan facility in an amount of up to GBP1,000,000
(the "Loan").
As disclosed in the Recommended Offer Announcement for Plethora
by Regent Pacific dated 15 December 2015 (the "Announcement"),
Plethora's expectations were (and continue to be) that from early
January 2016, in the absence of further funding, it would not have
sufficient cash to operate under its current operating plans (which
include the continued development and commercialisation of
PSD502(TM)). As a result, Plethora and Regent Pacific have entered
into the Loan Agreement to secure short term funding for Plethora's
general working capital requirements, in particular supporting
Plethora's strategy of bringing PSD502(TM) to full
commercialisation under its current operating plans.
It is the current expectation of the Plethora Board that the
recommended offer by Regent Pacific for Plethora will be effected
by way of a scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme"). It is the Plethora Board's expectation
that the Loan Agreement will provide sufficient funds for the
Company to meet its general working capital requirements up until
such time as the Scheme becomes effective. Subject to satisfaction
of certain conditions (as set out in Appendix I of the
Announcement), the Scheme is expected to become effective by 31
March 2016.
Set out below is a summary of the key terms of the Loan
Agreement:
Purpose of the Loan Agreement
-- The purpose of the Loan is to finance Plethora's general
working capital requirements, including continued development of
the Company's principal product, PSD502(TM).
Availability of the Loan
-- The Loan facility will be made available within five business
days following the date of agreement (23 December 2015).
-- The Loan will be available for draw down through a maximum of four advances.
-- The terms of the Loan Agreement contains no arrangement or commitment fees.
Repayment and Interest
-- The Loan, with any interest accrued, shall be repaid in full
on the Repayment Date, 25 April 2016, being the next business day
after the day falling four months after the date of the Loan
Agreement. Plethora may at any time prepay or cancel the whole or
any part of the Loan during the term without penalty.
-- The per annum rate of interest for the Loan is calculated as
LIBOR + 5% on the basis of a year being 360 days.
Other considerations
-- The Loan is provided on an unsecured basis with provision for
security to be provided to Regent Pacific upon demand.
-- The Loan Agreement referred to in this announcement is not
conditional upon the Scheme becoming effective.
Related Party Transaction
It should be noted that Regent and its Concert Parties (as
defined in the joint recommended offer announcement released 15
December 2015) together hold 29.88 per cent. of Plethora's issued
ordinary share capital and as such is considered to be a related
party of the Company as defined by the AIM Rules. The Loan
Agreement therefore constitutes a related party transaction
pursuant to AIM Rule 13. The Independent Director of the Company
(being Michael Wyllie), having consulted with the Company's
nominated adviser, finnCap, considers that the terms of the Loan
Agreement are fair and reasonable insofar as the Company's
shareholders are concerned.
Information on Regent Pacific:
Regent Pacific is a limited liability company incorporated under
the laws of the Cayman Islands whose shares are listed on The Stock
Exchange of Hong Kong Limited and are also traded on the Open
Market (Freiverkehr) of the Frankfurt Stock Exchange. Regent
Pacific's headquarters are in Hong Kong and Regent Pacific
(including subsidiaries but excluding associates) employed 19
employees at 30 June 2015.
Regent Pacific is a diversified investment group currently
holding various corporate and strategic investments across the
healthcare and life science sectors, which has become its core
focus, as well as legacy investments in the natural resources
sector.
For the six months ended 30 June 2015, Regent Pacific recorded a
net profit of US$0.1 million and as of 30 June 2015 had net assets
exceeding US$49.1 million. As at 2 November 2015, Regent Pacific
had a net cash and unpledged listed equity securities balance of
US$13.7 million.
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).
Information on Plethora:
Plethora is a UK-based speciality pharmaceutical company
dedicated to the development and marketing of products for the
treatment and management of urological disorders. Plethora's shares
are quoted on AIM.
Plethora's principal product is PSD502(TM), which is a treatment
for male premature ejaculation that obtained marketing
authorisation from the European Commission in November 2013.
For the six months ended 30 June 2015, Plethora made a loss of
GBP493,000 and had a cash balance as at 30 June 2015 of GBP2.8
million.
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).
Enquiries:
Plethora Solutions Holdings
PLC +44 (0)20 3014 9000
Michael G Wyllie, Chief Scientific
Officer
Herax Partners LLP (Rule 3
Financial Adviser to Plethora) +44 (0)20 7399 1680
John Mellett
Angus MacPherson
finnCap (Plethora Nomad and
Broker) +44(0) 20 7220 0500
Geoff Nash/James Thompson (Corporate Finance)
Stephen Norcross (Corporate Broking)
Citigate Dewe Rogerson (Plethora
Communications Adviser) +44 (0)20 7638 9571
David Dible
Sylvie Berrebi
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 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.
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.
(MORE TO FOLLOW) Dow Jones Newswires
December 23, 2015 04:15 ET (09:15 GMT)
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