TIDMPLE TIDM0575
RNS Number : 0178O
Plethora Solutions Holdings PLC
04 February 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.
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
4 February 2016
Publication and posting of Scheme Document and Plethora current
trading update
Publication and posting of Scheme Document
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 (the "Acquisition"). As outlined in that
announcement, the Acquisition is to be effected by way of a scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Accordingly, Plethora announces that it is today posting to
Plethora Shareholders a Scheme Document relating to the
Acquisition, together with the associated Forms of Proxy. The
Scheme Document sets out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement, notices of the
required meetings, a timetable of principal events and details of
the action to be taken by Plethora Shareholders.
As further detailed in the Scheme Document, to become Effective,
the Scheme will require, amongst other things, the approval of
Scheme Shareholders at the Court Meeting and the passing of a
Special Resolution at the General Meeting, and then the approval of
the Court. Notices convening the Court Meeting and the General
Meeting, commencing at 10.00 a.m. and 10.15 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned),
respectively, on 2 March 2016 at the offices of Addleshaw Goddard
LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG, are
contained in the Scheme Document.
The Scheme Document will also be available, subject to certain
restrictions, on Plethora's website (www.plethorasolutions.co.uk)
and on Regent Pacific's website (www.regentpac.com).
Concurrent with the publication of the Scheme Document by
Plethora, Regent Pacific is publishing a very substantial and
connected acquisition circular (the "Regent Pacific Shareholder
Circular") to its shareholders. Certain information from the Regent
Pacific Shareholder Circular will be incorporated by reference
within the Scheme Document. A copy of the Regent Pacific
Shareholder Circular will also be available on Regent Pacific's
website (www.regentpac.com).
Subject to approval at the relevant meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become Effective on 9
March 2016.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Holders of Plethora Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
All references to time in this announcement are to London time
unless otherwise specified. Capitalised terms used but not defined
in this announcement have the meanings set out in the Scheme
Document.
Plethora current trading update
In accordance with the Hong Kong Exchange Rules, the Regent
Pacific Shareholder Circular includes financial information on the
Plethora Group for the nine month period to 30 September 2015,
prepared by the directors of Plethora and audited by the reporting
accountant in accordance with Hong Kong Standards on Auditing.
Plethora Shareholders should note, however, that paragraph 6.1 of
Part I of the Scheme Document contains a more up to date summary of
the current trading position of Plethora.
As noted in paragraph 6.1 of the Scheme Document, at the close
of business on 29 January 2016 (being the last practicable date
prior to the publication of the Scheme Document) Plethora had drawn
down two tranches of the GBP1m loan facility negotiated with Regent
Pacific (and noted in the recommended offer announcement published
15 December 2015) totalling GBP0.5 million and had a cash balance
of approximately GBP0.38 million (with the amount remaining
available under the loan facility being GBP0.5 million as at the
same date). The Plethora Directors expect that the loan facility
will be drawn down in full during March 2016 and that Plethora's
cash resources will be exhausted by the end of the same month. In
the event the Scheme does not become Effective, Plethora will
require external funding whether by way of an equity issuance,
which may be highly dilutive to existing shareholders, and/or loan
funding that may be on punitive terms. Whilst there is no certainty
that such funding will be available if the Scheme does not become
Effective and consequently there may be material uncertainty as to
whether Plethora could continue to trade as a going concern, there
are reasonable grounds for believing that funding may be
available.
Information for Plethora Shareholders
A shareholder helpline is available for Plethora Shareholders.
If you are in any doubt as to how to complete the Forms of Proxy,
please call Equiniti Limited, the receiving agent for the
Acquisition, between 8.30 a.m. and 5.30 p.m. on Monday to Friday
(except UK public holidays), on 0333 207 6372 from within the UK
(calls to 03 numbers are charged the same way as a national rate
call) or on +44 121 415 0943 if calling from outside the UK (calls
from outside the UK will be charged at the applicable rate). Please
note that calls may be monitored or recorded and Equiniti Limited
cannot provide legal, tax, investment or financial advice or advice
on the merits of the Scheme.
Enquiries:
Plethora
Michael G Wyllie, Chief Scientific Officer Tel: +44 203 077
5400
Herax Partners LLP (Rule 3 Financial Adviser
to Plethora) Tel: +44 207 399
John Mellett 1680
Angus MacPherson
Tel: +44 207 220
finnCap (Plethora Nomad and Broker) 0500
Geoff Nash (Corporate Finance)
Grant Bergman
Citigate Dewe Rogerson (Communications Adviser
to Plethora)
David Dible Tel: +44 207 638
Sylvie Berrebi 9571
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.
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 release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws of any such
jurisdiction.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Regent Pacific were
to elect to implement the Acquisition by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including the relevant provisions of Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a
takeover offer would be made in the United States by Regent Pacific
and no one else. In addition to any such takeover offer, Regent
Pacific, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in Plethora outside such takeover offer during
the period in which such takeover offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made they would be made outside the United States and would
comply with applicable law, including the US Exchange Act. Any
February 04, 2016 04:00 ET (09:00 GMT)
Please be aware that addresses, electronic addresses and certain
information provided by Plethora Shareholders and other relevant
persons for the receipt of communications from Plethora may be
provided to Regent Pacific during the Offer Period as requested
under Section 4 of Appendix 4 of the Code to comply with Rule
2.12(c) of the Code.
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 5 February 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.
Requesting hard copy documents
In accordance with Rule 30.2 of the Takeover Code, a person so
entitled may request a copy of this announcement and any
information incorporated into it by reference to another source in
hard copy form. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. A hard
copy of this announcement may be requested by contacting Equiniti
Limited during business hours on 0333 207 6372 (or, if calling from
outside the UK, on +44 121 415 0943) or by submitting a request in
writing to Equiniti Limited, Corporate Actions, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.
Directors
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).
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times given below are based on Plethora's current
expectations and may be subject to change. To the extent any of the
expected dates or times below change, Plethora will give notice of
such change by issuing an announcement through a Regulatory
Information Service and may also post notice of the change to
Plethora Shareholders. All Plethora Shareholders have the right to
attend the Scheme Court Hearing.
Event Time and/or date
---------------------------------------------------- --------------------------
Publication of the Scheme Document 4 February 2016
Latest time for receipt of Forms of Proxy for
10.00 a.m. on 29 February
Court Meeting (BLUE form) 2016(1)
10.15 a.m. on 29 February
Plethora General Meeting (WHITE form) 2016(1)
6.00 p.m. on 29 February
Voting record time 2016(2)
11.00 a.m. Hong Kong
time (3.00 a.m. London
Regent Pacific time) on 2 March 2016
10.00 a.m. on 2 March
Court Meeting 2016
10.15 a.m. on 2 March
Plethora General Meeting 2016(3)
Last day of dealings in, and for registration
of transfers and disablement in CREST of, Plethora
Shares 7 March 2016(4)
6.00 p.m. on 7 March
Scheme Record Time 2016(4)
7.30 a.m. on 8 March
Dealings in Plethora Shares suspended 2016
Scheme Court Hearing (to sanction the Scheme) 8 March 2016(4)
Expected Effective Date of the Scheme 9 March 2016(4)
New Regent Pacific Shares to be issued 9 March 2016(4)
Admission of the New Regent Pacific Shares to
the Main Board of the Hong Kong Stock Exchange 9 a.m. Hong Kong time
and commencement of dealings in New Regent Pacific (1 a.m. London time)
Shares on the Hong Stock Exchange on 10 March 2016(4)(5)
Cancellation of admission to trading on AIM of,
and cessation of dealings in, Plethora Shares 11 March 2016(4)
Latest date of despatch of share certificates
for New Regent Pacific Shares On or by 23 March 2016
Long Stop Date, being the date by which the Scheme
must be implemented 30 September 2016(6)
(1) If the BLUE Form of Proxy for the Court Meeting is not received
by 10.00 a.m. on 29 February 2016 (or 48 hours before the time fixed
for any adjourned Court Meeting), it may be handed to Equiniti Limited
(on behalf of the chairman of the Court Meeting) at any time before
the taking of the poll and still be valid. However, the WHITE Form
of Proxy for the Plethora General Meeting must be received by 10.15
a.m. 29 February 2016 in order for it to be valid or, if the Plethora
General Meeting is adjourned, not later than 48 hours before the time
fixed for the holding of the adjourned meeting. WHITE Forms of Proxy
may NOT be handed to the chairman of the Plethora General Meeting or
Equiniti Limited.
(2) If either the Court Meeting or the Plethora General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the date two days before the date fixed for the adjourned
meeting.
(3) The Plethora General Meeting will commence at 10.15 a.m. on 2 March
2016 or, if later, as soon thereafter as the Court Meeting has concluded
or been adjourned.
(4) The dates and times above are indicative only and will depend,
inter alia, on the date on which: (i) the Conditions are either satisfied
or waived (to the extent they are capable of being waived); (ii) the
Court sanctions the Scheme; and (iii) the copy of the Scheme Court
Order is delivered to the Registrar of Companies. If any of the expected
dates or times change, Plethora will give adequate notice of any change
by issuing an announcement through a Regulatory Information Service
and, if required by the Takeover Panel, post notice of the change(s)
to Plethora Shareholders and persons with information rights.
(5) Please refer to pages 9 to 11 (section headed "Action to be Taken")
and Part A of Appendix II of the Scheme Document in relation to the
practical requirements and possible timing delays before Scheme Shareholders
will be able, in practice, to begin trading New Regent Pacific Shares
on the Hong Kong Stock Exchange, which may be 4 weeks or longer following
this date.
(6) This date may be extended to such date as Plethora and Regent Pacific
may agree and, if required, the Takeover Panel and the Court may allow.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 04, 2016 04:00 ET (09:00 GMT)
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