TIDMPLE
RNS Number : 2858R
Plethora Solutions Holdings PLC
07 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 ("Scheme")
7 March 2016
Suspension of trading of Plethora Shares on AIM
Plethora announces that, with effect from 7.30 a.m. (London
time) on 8 March 2016, trading in Plethora Shares on AIM will be
suspended. The suspension is made pursuant to Plethora's
application to the London Stock Exchange, as announced on 11
February 2016, and is effected in connection with the Scheme.
The Scheme remains conditional on, inter alia, Court approval
being obtained at the Scheme Court Hearing which is scheduled to
take place on 8 March 2016. The Scheme will become Effective once
the Scheme Court Order has been delivered to the Registrar of
Companies which is expected to take place on 9 March 2016.
Accordingly, following the application by Plethora to the London
Stock Exchange, the cancellation of admission to trading of
Plethora Shares on AIM will occur at 8.00 a.m. (London time) on 11
March 2016.
Full details of the Acquisition are set out in the scheme
document dated 4 February 2016 sent to or made available to
Plethora Shareholders (the "Scheme Document"). 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.
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, be made
available on Plethora's website at www.plethorasolutions.co.uk and
on Regent Pacific's website at www.regentpac.com respectively.
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.
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 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.
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
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service of the
UKLA and will be available on the London Stock Exchange website:
www.londonstockexchange.com.
This announcement is not an offer of securities for sale in the
United States and the New Regent Pacific Shares, which will be
issued in connection with the Acquisition, have not been, and will
not be, registered under the US Securities Act 1933 (the "US
Securities Act") or under the securities law of any state, district
or other jurisdiction of the United States or any Restricted
Jurisdiction and no regulatory clearance in respect of the New
Regent Pacific Shares has been, or will be, applied for in any
jurisdiction other than the United Kingdom. Accordingly, the New
Regent Pacific Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. The New Regent Pacific Shares are
expected to be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. Plethora Shareholders (whether or not US
persons) who are or will be affiliates (within the meaning of the
US Securities Act) of Regent Pacific or Plethora prior to, or of
Regent Pacific after, the Effective Date will be subject to certain
US transfer restrictions relating to the New Regent Pacific Shares
received pursuant to the Scheme.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Regent Pacific is organised under the laws of the Cayman
Islands. Plethora is organised under the laws of England and Wales.
All of the officers and directors of Regent Pacific and Plethora
are residents of countries other than the United States. The
significant majority of the assets of Regent Pacific and Plethora
are located outside of the United States. As a result, it may not
be possible to effect service of process within the United States
upon Regent Pacific, Plethora, or any of their respective officers
or directors, or to enforce outside the United States judgements
obtained against Regent Pacific, Plethora, or any of their
respective officers or directors in US courts, including, without
limitation, judgements based upon the civil liability provisions of
the US federal securities laws or the laws of any state or
territory within the United States. It may not be possible to sue
Regent Pacific or Plethora or their respective officers or
directors in a non-US court for violations of US securities laws.
It may be difficult to compel Regent Pacific, Plethora and their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
Warning: The contents of this announcement have not been
reviewed by any regulatory authority in Hong Kong. Hong Kong
holders of Plethora Shares are advised to exercise caution in
relation to the Acquisition and the contents of this announcement.
If a Hong Kong holder of Plethora Shares is in any doubt about any
of the contents of this announcement, they should obtain
independent professional advice. Please note that (i) neither this
announcement nor any other document constitutes an offer or sale in
Hong Kong of Regent Pacific Shares, (ii) no Regent Pacific Shares
may be offered or sold in Hong Kong by means of this announcement
or any other document other than to professional investors within
the meaning of Part I of Schedule 1 to the Securities and Futures
Ordinance of Hong Kong (Cap. 571) ("SFO") and any rules made
thereunder ("professional investors"), or in other circumstances
which do not result in this announcement being a "prospectus" as
defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance of Hong Kong (Cap. 32) ("CWUMPO") or which do not
constitute an offer or invitation to the public for the purposes of
the CWUMPO or the SFO, and (iii) no person shall issue
March 07, 2016 08:36 ET (13:36 GMT)
or possess for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to
the Regent Pacific Shares which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to those Regent Pacific Shares which
are or are intended to be disposed of only to persons outside Hong
Kong or only to such professional investors.
Unless otherwise determined by Regent Pacific or required by the
City Code on Takeovers & Mergers (the "Takeover Code"), and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Acquisition will not be capable of acceptance
from or within a Restricted Jurisdiction. Accordingly, copies of
this announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and persons receiving this announcement
and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Plethora Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
The New Regent Pacific Shares may not be offered, sold or
delivered, directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
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
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 8 March 2016 (being the business
day following the date of this announcement). A copy of this
announcement will also 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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