TIDMPLE TIDM0575
RNS Number : 7998Q
Plethora Solutions Holdings PLC
02 March 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 acquisition of 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
2 March 2016
Results of Shareholder Meetings - 2 March 2016
The Board of Plethora is pleased to announce that, at the Court
Meeting and the Plethora General Meeting held earlier today in
connection with the recommended acquisition by Regent Pacific of
the entire issued and to be issued ordinary share capital of
Plethora to be effected by way of a scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme"), Plethora
Shareholders voted to:
-- approve the Scheme by the necessary majority, at the Court Meeting; and
-- pass the Special Resolution in connection with the amendment
of Plethora's Articles of Association and the implementation of the
Scheme, at the Plethora General Meeting.
Details of these resolutions passed are set out in the notices
of the Court Meeting and Plethora General Meeting contained in the
scheme document dated 4 February 2016 sent or made available to
Plethora Shareholders (the "Scheme Document"), which document is
available on Plethora's website at www.plethorasolutions.co.uk.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
The results of the poll at the Court Meeting held on 2 March
2016 were as follows:
Results of Number of Percentage Number of Percentage Number of
Court Meeting Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
who voted a percentage
of issued
ordinary
share capital
entitled
to vote on
the Scheme
(i.e. excluding
Plethora
Shares held
by Regent
Pacific)
---------------- --------------- -------------- --------------------- -------------- -----------------
FOR 369,371,851 88.54 55 94.83 50.15
---------------- --------------- -------------- --------------------- -------------- -----------------
AGAINST 47,791,375 11.46 3 5.17 6.49
---------------- --------------- -------------- --------------------- -------------- -----------------
TOTAL 417,163,226 100.00 58 100.00 56.64
---------------- --------------- -------------- --------------------- -------------- -----------------
Voting results of the Plethora General Meeting
The results of the poll at the Plethora General Meeting held on
2 March 2016 were as follows:
FOR AGAINST TOTAL WITHHELD*
------------------------- ------------------- -------------- ------------ ------------
Special Resolution No. of % No. of % No. of Votes No. of Votes
Votes Votes Votes Votes
------------------------- ----------- ------ ------ ------ ------------ ------------
To give effect
to the Scheme,
as set out in
the Notice of
General Meeting,
by amending the
Articles of Association
of Plethora 377,814,609 99.997 9,990 0.003 377,824,599 11,803
------------------------- ----------- ------ ------ ------ ------------ ------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Result of Regent Pacific General Meeting
Earlier today Regent Pacific held an extraordinary general
meeting in order to consider certain shareholder resolutions to
approve the Acquisition and certain matters directly related to the
Acquisition. As announced by Regent Pacific in Hong Kong at the
same time as this announcement, the relevant resolutions were
passed by the requisite majorities of Independent Regent Pacific
Shareholders and the Condition to the Acquisition set out in the
Scheme Document in relation to such independent Regent Pacific
shareholder approvals has now been satisfied.
Effective date and timetable
Completion of the Acquisition remains subject to satisfaction or
(if capable of waiver) waiver of the other Conditions set out in
the Scheme Document including, inter alia, the sanction by the
Court of the Scheme at the Scheme Court Hearing, which is expected
to take place on 8 March 2016. Subject to the Scheme receiving the
sanction of the Court on that date, the Scheme is expected to
become Effective on 9 March 2016. The expected timetable of
principal events for the implementation of the Scheme is set out on
pages 14 and 15 of the Scheme Document. As described in detail in
the Scheme Document, the expected date of the Scheme Court Hearing
(to sanction the Scheme) and each of the subsequent dates set out
in this timetable could be subject to change. As announced on 11
February 2016, Plethora has applied to the London Stock Exchange
for trading in Plethora Shares on AIM to be suspended with effect
from 7.30 a.m. (London time) on 8 March 2016, and has requested
that admission of the Plethora Shares to trading on AIM be
cancelled by 8.00 a.m. (London time) on 11 March 2016.
If any of the key dates set out in the expected timetable
change, Plethora will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Plethora's website at www.plethorasolutions.co.uk and
on Regent Pacific's website at www.regentpac.com respectively.
Subject to certain restrictions, a copy of this announcement and
the amended Articles of Association will also be available on
Plethora's website at www.plethorasolutions.co.uk.
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
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
March 02, 2016 07:00 ET (12:00 GMT)
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
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 3 March 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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