TIDMPLE TIDM0575
RNS Number : 7698M
Plethora Solutions Holdings PLC
25 January 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")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
25 January 2016
Timetable for posting the Scheme Document and Hong Kong
Circular
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 (the "Code"), made by Regent
Pacific for all the issued and to be issued share capital of
Plethora not already owned by Regent Pacific and to be effected by
way of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"). Also on 15 December 2015, Regent Pacific
released a very substantial and connected acquisition announcement
in Hong Kong in respect of the Scheme (the "HK VSA
Announcement").
On 11 January 2016, Plethora released an offer update
announcement regarding a deadline extension for the publication and
dispatch of the Scheme document (the "Scheme Document") to 30
January 2016 which had been approved by the Panel on Takeovers
& Mergers (the "Panel"). That announcement also contained
notice of an extension for the posting deadline of Regent Pacific's
very substantial and connected acquisition circular (the
"Circular") to 30 January 2016.
As a result of a combination of the UK court timetable and
regulatory requirements, together with the necessary logistics to
satisfy certain Hong Kong legal and regulatory requirements, the
Independent Director of Plethora has requested, and the Panel have
consented to, a further extension to the relevant deadline for the
publication and dispatch of the Scheme Document to 19 February
2016.
For the same reasons given above in respect of the Scheme
Document, it is now expected that the dispatch of the Circular will
be postponed to within the extended deadline of the Scheme Document
of 19 February 2016.
It is still expected that the Scheme will become effective in Q1
2016. A further overview of the expected timetable or principal
events will be included in the Scheme Document and the
Circular.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Plethora's website
(http://www.plethorasolutions.co.uk/news.php).
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.
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
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.
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
Possible Offer 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
Possible Offer, 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.
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
January 25, 2016 04:00 ET (09:00 GMT)
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 [26] January 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
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January 25, 2016 04:00 ET (09:00 GMT)
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