TIDM0575 TIDMPLE
RNS Number : 9752M
Regent Pacific Group Limited
26 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
26 January 2016
Trading Update
The directors (the "Directors" or the "Board") of Regent Pacific
wish to inform the shareholders of Regent Pacific (the
"Shareholders") and potential investors that based on an initial
assessment of financially available information, that Regent
Pacific and its subsidiaries (the "Group") are expected to record a
loss attributable to the Shareholders for the year ended 31
December 2015 of US$9 million (or approximately HK$70.20 million)
(the "Loss Estimate"), similar in quantum when compared to the loss
of US$8.56 million (or approximately HK$66.77 million) for the
financial year ended 2014.
Regent Pacific will continue to update investors and
Shareholders accordingly.
The financial year concluded on 31 December 2015 and,
consequently, Regent Pacific is still in the process of finalising
the Group's annual results. The Loss Estimate contained in this
announcement is only an initial assessment by the Directors based
on a preliminary review of the currently available and unaudited
management accounts, which is subject to change. Regent Pacific
will publish its audited annual results for the year ended 31
December 2015 as soon as practicable, but not later than 31 March
2016 and, following its publication, Shareholders and potential
investors are advised to read them carefully.
Rule 28 of the City Code on Takeovers and Mergers (the
"Code")
On 15 December 2015, Plethora and Regent Pacific announced a
recommended offer, in accordance with Rule 2.7 of 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").
For the purposes of Rule 28 of the Code, the Directors of Regent
Pacific confirm that the Loss Estimate has been prepared on a basis
consistent with that adopted by Regent Pacific in the preparation
of its interim unaudited financial statements for the six months
ended 30 June 2015 and with that expected to be adopted in its
financial statements for the year ended 31 December 2015. The
annual financial statements of Regent Pacific are prepared in
accordance with all applicable Hong Kong Financial Reporting
Standards, Hong Kong Accounting Standards and interpretations
issued by the Hong Kong Institute of Certified Public Accountants
and the disclosure requirements of the Hong Kong Companies
Ordinance. In addition, Regent Pacific's financial statements
include applicable disclosures required by the Rules Governing the
Listing of Securities on The Hong Kong Stock Exchange Limited.
The Loss Estimate is based on the unaudited management accounts
for the financial year ended 31 December 2015, which is preliminary
in nature and subject to the review by the Company's external
auditors during their annual audit process of the Company's
financial statements for the year ended 31 December 2015. The
material assumptions that the Company has made in preparing the
Loss Estimate are:- (i) it is not required to make a provision for
the Australian capital gains tax on the disposal of its shares in
BC Iron Limited; and (ii) there is no impairment loss on its
interests in associate(s) during the annual impairment test that
will be reviewed during the annual audit process by the Company's
external auditors.
Shareholders and potential investors are advised to exercise
caution when dealing in the shares of Regent Pacific.
Note: Unless otherwise specified herein, amounts denominated in
US$ have been translated, for the purpose of illustration only,
into HK$ using the exchange rate of US$1.00 = HK$7.80.
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.
(MORE TO FOLLOW) Dow Jones Newswires
January 26, 2016 04:00 ET (09:00 GMT)
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