REG - Plethora Solutions Regent Pacific Group - Cancellation of admission to trading on AIM <Origin Href="QuoteRef">0575.HK</Origin>

Regent PacificAnnouncement

11/03/2016 07:00

RNS Number : 7703R
Plethora Solutions Holdings PLC
11 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")
effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
11 March 2016
Cancellation of admission to trading on AIM of Plethora Shares
On 9 March 2016, Plethora and Regent Pacific jointly announced that the recommended acquisition by Regent Pacific of all the issued and to be issued share capital of Plethora not already owned by Regent Pacific (the "Acquisition") to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), had become Effective in accordance with its terms.
Further to that announcement, and following application made to the London Stock Exchange, Plethora confirms that the admission to trading of Plethora Shares on AIM was cancelled with effect from 7.00 a.m. today, 11 March 2016.
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 sent or made available to Plethora Shareholders on 4 February 2016 (which is available on Plethora's website at www.plethorasolutions.co.uk).
Enquiries:
Plethora

Michael G Wyllie, Chief Scientific Officer
Tel: +44 203 077 5400
Herax Partners LLP (Rule 3 Financial Adviser to Plethora)
John Mellett
Angus MacPherson
Tel: +44 207 399 1680
finnCap (Plethora Nomad and Broker)
Geoff Nash
Grant Bergman
Tel: +44 207 220 0500
(Corporate Finance)
Citigate Dewe Rogerson (Communications Adviser to Plethora)
David Dible
Sylvie Berrebi
Tel: +44 207 638 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.
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.
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 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.

This information is provided by RNS
The company news service from the London Stock Exchange
  END
MSCURRKRNUAOAAR