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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