REG - Regent Pacific Group Plethora Solutions - Recommended Offer for Plethora Solutions Holdings <Origin Href="QuoteRef">0575.HK</Origin> <Origin Href="QuoteRef">PLE.L</Origin> - Part 2

Regent PacificAnnouncement

15/12/2015 13:41

- Part 2: For the preceding part double click  ID:nRSO1424Ja 

Binary Holdings Ltd., and, where possible and
practicable, intends to sell its remaining non-healthcare and life sciences
assets in the near future and focus all its attentions on its new healthcare
and life sciences strategy. 
 
Regent Pacific has generated average cash returns over the term of investment
of nearly two times on material investment disposals (where Regent Pacific's
investment was US$1 million (equivalent to approximately £0.7 million or
HK$7.8 million) or more) over the last 6.5 years. This includes a 12.9 times
cash return on the disposal of 938,978 shares in Binary Holdings Ltd in April
2015 for an aggregate consideration of US$15 million and a 2.2 times cash
return on the disposal of Regent Pacific's entire investment in BC Iron
Limited in 2013 for an aggregate consideration of US$88.8 million. Regent
Pacific also had a marked-to-market unrealised gain of 35.7 per cent. on its
position in Endeavour Mining Corporation for the six months ended 30 June
2015. 
 
Regent Pacific's Total Shareholder Returns since January 2009 are set out in
the table below: 
 
 Date          Total Shareholder Returns (%)  
 January 2009  0.00                           
 July 2009     166.36                         
 January 2010  105.32                         
 July 2010     100.88                         
 January 2011  304.76                         
 July 2011     252.19                         
 January 2012  151.27                         
 July 2012     134.43                         
 January 2013  248.65                         
 July 2013     146.89                         
 January 2014  166.84                         
 July 2014     166.84                         
 January 2015  139.41                         
 July 2015     184.30                         
 
 
Regent Pacific is a limited liability company incorporated under the laws of
the Cayman Islands whose shares are listed on the Main Board of the Hong Kong
Stock Exchange and are also traded on the Open Market (Freiverkehr) of the
Frankfurt Stock Exchange. Regent Pacific's headquarters are in Hong Kong and
the Regent Pacific Group (including subsidiaries but excluding associates)
employed 19 employees at 30 June 2015. 
 
Regent Pacific is currently in dispute with the Australian tax authorities in
connection with a disposal by the Regent Pacific Group of an investment in BC
Iron Limited, a company listed on the Australian Securities Exchange. The
Australian Taxation Office considered that capital gains tax was payable in
the amount of approximately A$12.78 million (equivalent to approximately
US$9.3 million, £6.1 million or HK$71.9 million), which excludes interest that
has accrued on this amount since 2 December 2013 which, as at 2 November 2015,
was approximately A$2.57 million (equivalent to approximately US$1.9 million,
£1.2 million or HK$14.5 million). On 24 January 2013, Regent Pacific received
orders from the Federal Court of Australia in relation to a notice of
assessment issued by the Australian Taxation Office (the "Assessment"), which
stated that the tax was due and payable on 2 December 2013 and provided that
Regent Pacific could not remove from Australia or dispose of, deal with or
diminish the value of its assets in Australia up to the unencumbered value of
the amount assessed. 
 
Following orders from the Federal Court of Australia, Regent Pacific has
granted a specific security deed to the Commonwealth of Australia in respect
of certain of Regent Pacific's holding of 518,103,930 shares in Venturex
Resources Limited, 10,854,568 shares in Bannerman Resources Limited and
12,700,000 shares in Tigers Realm Coal Limited, of which the aggregate market
value (as at 31 October 2015) is approximately US$2.9 million (equivalent to
approximately £1.9 million or HK$22.5 million) as security against the
Assessment. In consideration for granting this security, the Commissioner of
Taxation stayed recovery action in respect of the Assessment until the matter
is resolved. 
 
Regent Pacific has received independent tax advice that, based on a valuation
of BC Iron Limited's real property (including mining tenements) and non-real
property assets, Regent Pacific has a basis for challenging the assessment in
its entirety and, accordingly, there is no longer a provision in Regent
Pacific's financial statements relating to this dispute. Regent Pacific has
shared its independent tax advice with the Commissioner of Taxation. Regent
Pacific has received a copy of a report produced by an external consultant for
the Commissioner of Taxation and understands that there are a number of
matters of material disagreement, or on which a materially different view is
held, between the Commissioner of Taxation's external consultant and Regent
Pacific and its Australian tax advisers. The dispute is due to enter a formal
dispute resolution process. 
 
For the six months ended 30 June 2015, the Regent Pacific Group recorded a net
profit of US$0.1 million (equivalent to approximately £66,000 or HK$0.8
million) and as of 30 June 2015 had net assets exceeding US$49.1 million
(equivalent to approximately £32.5 million or HK$380.6 million). As at 2
November 2015, Regent Pacific had a net cash and unpledged listed equity
securities balance of approximately US$13.7 million (equivalent to
approximately £9.1 million or HK$106.2 million). 
 
James Mellon is the Non-Executive Chairman of Plethora and Non-Executive
Co-Chairman of Regent Pacific, and Jamie Gibson is an Executive Director and
Chief Executive Officer of both Plethora and Regent Pacific. 
 
8         Information on Plethora 
 
Plethora is a UK-based speciality pharmaceutical company dedicated to the
development and marketing of products for the treatment and management of
urological disorders. Plethora's shares are quoted on AIM. 
 
Plethora's principal product is PSD502, which is a prescription treatment for
male premature ejaculation that obtained marketing authorisation from the EMA,
as formally granted by the European Commission, in November 2013. 
 
For the six months ended 30 June 2015, Plethora made a loss of £493,000
(equivalent to approximately US$746,000 or HK$5.8 million) and had a cash
balance as at 30 June 2015 of £2.8 million (equivalent to approximately US
$4.2 million or HK$32.8 million). 
 
In September 2014, Plethora entered into its first commercialisation agreement
with the pharmaceutical group Recordati. The agreement covers the
commercialisation of PSD502 in Europe, Russia and the Commonwealth of
Independent States, Turkey and certain countries in North Africa. Under the
terms of the agreement Recordati paid Plethora an initial E5 million milestone
payment in November 2014. In addition, Recordati is obliged to pay Plethora
the following amounts: 
 
·             a payment of E6 million upon grant of the variant approval from
the EMA by 30 June 2016 for the new six dose canister (the reduced filled
can); 
 
·             a payment of up to E10 million in total upon first commercial
sales of PSD502 in France, Germany, Italy, Spain and Portugal (being a payment
of E2 million in respect of each of these countries); 
 
·             up to E25 million in aggregate in sales-based milestones
("Milestone Payments", see further below); and 
 
·             tiered percentage royalties on net sales, ranging from the
mid-teens to the mid-twenties, for 10 years from first commercial sale, and
thereafter at a single digit percentage royalty rate. 
 
The first Milestone Payment of E5 million is due when cumulative net sales of
PSD502 by Recordati or its affiliates exceed E100 million. Further sales based
milestones are set for after this, with the full payment of E25 million being
due to Plethora when cumulative net sales of PSD502 by Recordati or its
affiliates exceed E450 million. 
 
Under the agreement with Recordati, Recordati will assume responsibility for
commercialisation activities in the Recordati territory and will fund all
costs associated with the: (i) sales and marketing programmes; and (ii)
regulatory filings that it intends to pursue. 
 
The agreement with Recordati is for an indefinite period and contains
customary provision in respect of termination. In addition, the agreement
contains various warranties and indemnities as are customary for such an
agreement. 
 
Development of the reduced fill can is progressing to schedule with the
manufacture of all three good manufacturing practice product ("GMP") batches
successfully completed earlier this month by Pharmaserve. The three GMP
batches will now be placed on stability with Catalent. Plethora's management
believes that the commercial launch of the reduced filled can PSD502 is
expected to take place in Europe during the latter half of 2016, to coincide
with the availability of the first commercial production batches and
Recordati's pre-launch marketing processes. 
 
Plethora's management believes the premature ejaculation market will in due
course be worth between US$500 million and US$3 billion. 
 
Plethora's management is focused on commercialising PSD502 with other
strategic marketing partners and obtaining New Drug Application approval for
PSD502 with the FDA. 
 
The Plethora Board 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). 
 
9         Management, employees and locations 
 
Following the completion of the Offer, the existing employment rights,
including pension rights, of the management and employees of Plethora will be
observed to the extent required by applicable law. Regent Pacific's plans for
Plethora do not involve any material change in the conditions of employment of
Plethora employees. Regent Pacific has no plans to change Plethora's places of
business. 
 
Following the completion of the Offer, the management of Plethora will be
integrated into the management of Regent Pacific. Of particular importance, it
is intended that Michael G Wyllie will stay on in his role as Chief Scientific
Officer of Plethora, as well as initially becoming a member of Regent
Pacific's senior management team, and will then join the Regent Pacific Board
as an executive director at a later date. No incentivisation arrangements have
been proposed or agreed in relation to Michael G Wyllie's expected appointment
as an executive director of Regent Pacific at a later date. Michael G Wyllie
will therefore be instrumental to the execution of the commercialisation of
PSD502 following completion of the Offer. As soon as practical following the
Scheme becoming effective, it is intended that James Mellon, Anthony Baillieu
and Greg Bailey will resign as directors of Plethora. 
 
In light of the existing operational experience and familiarity with
Plethora's business enjoyed by Jamie Gibson (Executive Director and CEO of
Plethora) and James Mellon (Non-Executive Chairman of Plethora), Regent
Pacific does not consider there to be any need to make significant changes to
its management structure. 
 
10       Plethora Option Scheme, Plethora LTIP and Plethora Convertible
Instruments 
 
Participants in the Plethora LTIP, the holders of options under the Plethora
Option Scheme and the holders of any Plethora Convertible Instruments will, if
required, be contacted regarding the effect of the Offer on their rights under
the Plethora LTIP, the Plethora Option Scheme and the Plethora Convertible
Instruments respectively and appropriate proposals be made to such
participants and holders in due course. The Offer will extend to any Plethora
Shares which are unconditionally allotted or issued as a result of: (i) the
vesting of awards under the Plethora LTIP; (ii) the exercise of any options
under the Plethora Option Scheme; and/or (iii) the conversion of any Plethora
Convertible Instruments before the date on which the Offer closes (to be
specified in the Scheme Document). Any Plethora Shares which are
unconditionally allotted or issued after the date on which the Offer closes
will be acquired automatically by Regent Pacific, on the terms of the Offer,
pursuant to the articles of association of Plethora as proposed to be amended
at the Plethora General Meeting. 
 
11        New Regent Pacific Shares 
 
The New Regent Pacific Shares will, when issued, be ordinary shares in the
capital of Regent Pacific with a nominal value of US$0.01 each and will be
fully paid and rank pari passu in all respects with the Regent Pacific shares
in issue at the date of this Announcement. 
 
Fractions of New Regent Pacific Shares will not be issued pursuant to the
Offer. Entitlements to New Regent Pacific Shares pursuant to the Offer will be
rounded down to the nearest whole number of New Regent Pacific Shares. 
 
12       Structure of the Offer 
 
It is intended that the Offer will be effected by means of a Court-approved
scheme of arrangement between Plethora and Plethora Shareholders under Part 26
of the Companies Act. 
 
Regent Pacific reserves the right to elect to implement the acquisition of the
entire issued and to be issued ordinary share capital of Plethora by it by way
of a takeover offer (as such term is defined in section 974 of the Companies
Act) as an alternative to the Scheme. In such event, the takeover offer will
be implemented on substantially the same terms as those which would apply to
the Scheme (subject to appropriate amendments, including (without limitation,
and if agreed with the Panel) the inclusion of an acceptance condition set at
90 per cent. of the shares to which such takeover offer relates or such lesser
percentage, being more than 50 per cent., as Regent Pacific may decide). 
 
Further, if sufficient acceptances of such takeover offer are received and/or
sufficient Plethora Shares are otherwise acquired, it would be the intention
of Regent Pacific to apply the provisions of the Companies Act to acquire
compulsorily any outstanding Plethora Shares to which such takeover offer
relates. 
 
The purpose of the Scheme is to provide for Regent Pacific to become the
holder of the entire issued and to be issued ordinary share capital of
Plethora not already directly or indirectly owned by it. 
 
This is to be achieved by the transfer of the Plethora Shares to Regent
Pacific, in consideration for which the Plethora Shareholders (other than
Regent Pacific) will receive the New Regent Pacific Shares on the basis set
out in paragraph 2 of this Announcement. 
 
To become effective, the Scheme must be approved by a majority in number of
the Plethora Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Plethora Shares
voted. The Scheme also requires the passing at the Plethora General Meeting of
resolution(s) necessary to implement the Scheme, and the approval of the
Court. Regent Pacific (and any other members of the Regent Pacific Group
holding Plethora Shares, or their nominees) will not attend or vote at the
Court Meeting. 
 
The Scheme is also subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document. 
 
Once the necessary approvals from Plethora Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived, the
Scheme must be approved by the Court. The Scheme will then become effective
upon delivery of the Court Order to the Registrar of Companies. Subject to
satisfaction of the Conditions, the Scheme is expected to become effective in
Q1 2016. 
 
The Conditions in paragraph 1 of Appendix I to this Announcement provide that
the Scheme will lapse if: 
 
·             the Court Meeting and the Plethora General Meeting are not held
by the 22nd day after the expected date of the Court Meeting and Plethora
General Meeting, as to be set out in the Scheme Document in due course (or
such later date as may be agreed between Regent Pacific and Plethora); 
 
·             the Court hearing to approve the Scheme is not held by the 22nd
day after the expected date of such hearing to be set out in the Scheme
Document in due course (or such later date as may be agreed between Regent
Pacific and Plethora); or 
 
·             the Scheme does not become effective by 30 September 2016 (or
such later date as may be agreed between Regent Pacific and Plethora, and as
the Panel and the Court may allow), 
 
provided however that the deadlines for the timing of the Court Meeting, the
Plethora General Meeting and the Court hearing to approve the Scheme as set
out above may be waived by Regent Pacific. 
 
Upon the Scheme becoming effective, it will be binding on all Plethora
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the Plethora General Meeting. 
 
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which is expected to
be despatched to Plethora Shareholders (other than any Restricted Overseas
Persons) as soon as reasonably practicable. 
 
13       Scheme Document 
 
It is expected that the Scheme Document and the Forms of Proxy accompanying
the Scheme Document will be published as soon as practicable and, in any
event, (save with the consent of the Panel) within 28 days of this
Announcement. The Scheme Document and Forms of Proxy will be made available to
all Plethora Shareholders (other than any Restricted Overseas Persons) at no
charge to them. 
 
Plethora Shareholders are urged to read the Scheme Document and the
accompanying Forms of Proxy because they will contain important information. 
 
The Scheme Document will also contain a section highlighting the key corporate
law differences between a Cayman Islands-incorporated company (Regent Pacific)
and a company incorporated in England and Wales (Plethora), the key
differences between a listing of shares on the Hong Kong Stock Exchange
(Regent Pacific) and a listing of shares on AIM (Plethora) and the key
corporate governance differences between Hong Kong and the United Kingdom, in
particular minority interest protection, pre-emption rights, takeover rules
and requirements for maintaining a listing. 
 
14       Regent Pacific General Meeting and Regent Pacific Shareholder
Circular 
 
The Offer constitutes a "very substantial acquisition" and a "connected
transaction" (each as defined in the Hong Kong Exchange Rules) for Regent
Pacific. Regent Pacific will seek the approval of a simple majority of the
Independent Regent Pacific Shareholders present and voting (in person or by
proxy) at the Regent Pacific General Meeting in order to effect the Offer
(including the approval of the issuance and allotment of the New Regent
Pacific Shares). 
 
On 15 December 2015, Regent Pacific published an announcement in connection
with the Offer as required under the Hong Kong Exchange Rules. A copy of this
announcement has been made available on Regent Pacific's website at
www.regentpac.com. 
 
In due course, Regent Pacific will publish the Regent Pacific Shareholder
Circular to the Regent Pacific Shareholders which will summarise the
background to and reasons for the Offer and will include a notice convening a
Regent Pacific General Meeting for this purpose. Regent Pacific will publish
the Regent Pacific Shareholder Circular in order to convene the Regent Pacific
General Meeting on the same day as the Court Meeting. 
 
A copy of the Regent Pacific Shareholder Circular will be made available on
Regent Pacific's website at www.regentpac.com. 
 
15       Conditions to the Offer 
 
The Offer will be subject to the Conditions and further terms set out below
and in Appendix I to this Announcement and to be set out in the Scheme
Document. 
 
The Offer is conditional upon, among other things, the Scheme becoming
unconditional and effective, subject to the Takeover Code. The Scheme will be
subject to the following conditions: 
 
(i)         its approval by a majority in number of the Plethora Shareholders
who are present and vote, whether in person or by proxy, at the Court Meeting
and who represent at least 75 per cent. in value of the Plethora Shares voted
by those Plethora Shareholders; 
 
(ii)        the resolution(s) required to approve and implement the Scheme
being duly passed by Plethora Shareholders representing 75 per cent. or more
of votes cast at the Plethora General Meeting; 
 
(iii)       the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Plethora and Regent Pacific) and the delivery of a copy of the Court Order to
the Registrar of Companies; and 
 
(iv)        the Listing Committee of the Hong Kong Stock Exchange granting the
listing of, and permission to deal in, the New Regent Pacific Shares. 
 
The Offer is also conditional upon the passing at the Regent Pacific General
Meeting of such resolutions as are necessary to approve and effect the Offer
(including the approval of the issuance and allotment of New Regent Pacific
Shares), as further described in paragraph 14 above. 
 
16       De-listing of Plethora Shares 
 
Prior to the Scheme becoming effective, Plethora will make an application to
the London Stock Exchange for the cancellation of trading in the Plethora
Shares on AIM to take effect from or shortly after the Effective Date. The
last day of dealings in Plethora Shares on AIM is expected to be the Business
Day immediately prior to the Effective Date and no transfers will be
registered after 6:00 p.m. on that date. 
 
17       Offer-related Arrangements 
 
Confidentiality Agreement 
 
Regent Pacific and Plethora entered into a confidentiality agreement on 8
September 2015 (the "Confidentiality Agreement") pursuant to which each of
Regent Pacific and Plethora has undertaken to keep confidential information
relating to the other party and not to disclose it to third parties (other
than to permitted disclosees) unless required by law or regulation. These
confidentiality obligations will remain in force for a period of 12 months
from the date of the Confidentiality Agreement. 
 
Cost Indemnity 
 
In connection with the Offer, Regent Pacific has entered into a cost indemnity
agreement dated 15 December 2015 with Plethora (the "Cost Indemnity"). Under
the terms of the Cost Indemnity, if the Independent Plethora Director
recommends Plethora Shareholders vote in favour of the Scheme, Regent Pacific
will reimburse Plethora for any reasonable third party costs it properly
incurs in connection with the Offer: 
 
·      up to an aggregate amount of US$150,000, if the Independent Regent
Pacific Directors do not recommend that the Independent Regent Pacific
Shareholders vote in favour of the ordinary resolutions approving the Offer at
the Regent Pacific General Meeting (including the approval of the issuance and
allotment of the New Regent Pacific Shares) or change their recommendation
once it has been made and the Offer lapses or is terminated as a result of the
resolutions approving the Offer or connected matters not being approved at the
Regent Pacific General Meeting; or 
 
·      up to an aggregate amount of US$100,000, if the Independent Regent
Pacific Directors do recommend that the Independent Regent Pacific
Shareholders vote in favour of the ordinary resolutions approving the Offer at
the Regent Pacific General Meeting (including the approval of the issuance and
allotment of the New Regent Pacific Shares), such recommendation is not
changed, but the Offer lapses or is terminated as a result of the resolutions
approving the Offer or connected matters not being approved at the Regent
Pacific General Meeting. 
 
18       Holding shares in a company with a Hong Kong Main Board listing 
 
In Hong Kong, an investor may hold shares in certificated form in which case
its name is on the register of members or through CCASS in which case CCASS
(being HKSCC Nominees Limited) is the shareholder on record on the register of
members. 
 
If an investor chooses to hold shares in certificated form in its own name, it
is registered on the company's register of members as a shareholder (or,
should the investor wish to do so, in the name of a chosen nominee). The
registered owner has the legal right of owning the shares, and all financial
reports and shareholders' circulars and entitlements are delivered to the
owner directly. However, holding shares in certificated form in the investor's
own name may cause inconvenience as it may require physical safe-keeping of
the relevant share certificates which can be lost or stolen. It should be
noted that to the extent that an investor wishes to trade shares on-exchange
through the Hong Kong Stock Exchange, the certificated shares must be
deposited back into CCASS for on-market trading, which may take up to 10
days. 
 
On the other hand, an investor who holds their beneficial interest in shares
through CCASS will be able to trade its shares on-exchange through the Hong
Kong Stock Exchange. If an investor chooses to hold its shares through CCASS,
'HKSCC Nominees Limited' will be the registered shareholder of its shares and
its beneficial interest in such shares will be represented through a
book-keeping entry in either: (i) their investor participant account directly
opened with the CCASS; or (ii) with its broker and/or bank (where their
securities accounts are opened), which is a CCASS Participant. 
 
If an investor chooses to hold its shares through the CCASS system, it is
worth noting that all financial reports and shareholders' circulars and
entitlements will therefore be delivered to the CCASS nominee, who will then
pass on the reports and circulars and entitlements to the beneficial owner
through the relevant brokers and/or banks. Investors should exercise their own
discretion in choosing whether to hold shares in paper share certificates.
Further information in relation to the manner in which Plethora shareholders
can hold Regent Pacific shares will be provided in the Scheme Document in due
course. 
 
19       Remuneration arrangements - Jamie Gibson 
 
A number of discussions took place during 2014 and in 2015 between the members
of the Plethora Remuneration Committee in relation to the large time
commitment of Jamie Gibson as CEO of Plethora and the level of his
remuneration being inadequate for the role he was performing. A consultancy
agreement was originally entered into between Regent Pacific and Plethora on 1
November 2013, under which Regent Pacific agreed to make available Jamie
Gibson (or such other suitably qualified individual) to carry out such
services and duties relating to Plethora as may be agreed between Regent
Pacific and Plethora from time to time (the "Consultancy Agreement"). The
amount payable by Plethora to Regent Pacific under the Consultancy Agreement
was £36,000 per annum from 1 January 2014 to 31 December 2014 and £50,000 per
annum from 1 January 2015 onwards. 
 
On 30 September 2015, the Plethora Remuneration Committee (comprising James
Mellon and Anthony Baillieu) agreed to award Jamie Gibson a salary of £200,000
per annum less the amount of the payment made by Plethora to Regent Pacific
under the Consultancy Agreement, with effect retrospectively from 1 January
2014 to reflect his substantial services to Plethora since that date (the "CEO
Salary"). 
 
As a result, on 22 October 2015, a payment of £276,497 was made by Plethora to
Jamie Gibson for his services since 1 January 2014 (the "Retrospective Salary
Payment"). This amount represents (i) £164,000 for the calendar year ended 31
December 2014 (being £200,000 less £36,000 paid to Regent Pacific pursuant to
the terms of the Consultancy Agreement) and (ii) £112,497 for the 9 months
from 1 January 2015 to 30 September 2015 (being 9/12 of £200,000 less £37,503
paid to Regent Pacific for the same period pursuant to the terms of the
Consultancy Agreement). 
 
The Independent Plethora Director considers the quantum of the CEO Salary and
the Retrospective Salary Payment, to be fair and reasonable for a CEO of
Plethora (also taking into account the amounts payable to Regent Pacific under
the Consultancy Agreement), reflects the fact that Jamie Gibson's actual time
commitment since 1 January 2014 has been considerably higher than expected and
considers that the salary brings Jamie Gibson's remuneration to a reasonable
level. 
 
Herax Partners LLP, which is acting as the independent financial adviser to
Plethora, considers the quantum of the CEO Salary and the Retrospective Salary
Payment, for the purposes of Rule 16 of the Takeover Code, to be fair and
reasonable. In providing advice to the Independent Plethora Director, Herax
Partners LLP has taken into account the commercial assessments of the Plethora
Directors. 
 
20       Disclosure of Interests in Plethora 
 
Regent Pacific confirms that it made an Opening Position Disclosure, setting
out the details required to be disclosed by it under Rule 8.1(a) of the
Takeover Code, on 17 November 2015, which also included all relevant details
in respect of all persons acting in concert with Regent Pacific. 
 
21       General 
 
The Offer will be made on the terms and subject to the Conditions and further
terms set out in Appendix I to this Announcement. The sources of information
and bases of calculations contained in this Announcement are set out in
Appendix II to this Announcement. A summary of the irrevocable undertaking and
letters of intent is contained in Appendix III to this Announcement. Certain
terms used in this Announcement are defined in Appendix IV to this
Announcement. 
 
The Scheme will be governed by English law and subject to the applicable rules
and regulations of the London Stock Exchange, the Panel and the FCA. The New
Regent Pacific Shares are not being offered to the public by means of this
Announcement. This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. 
 
Herax Partners LLP has given and not withdrawn its consent to the publication
of this Announcement with the inclusion herein of the references to its name
in the form and context in which it appears. 
 
22       Documents available on website 
 
Copies of the following documents will be made available on Regent Pacific's
and Plethora's websites at www.regentpac.com and www.plethorasolutions.co.uk
respectively until the Effective Date: 
 
·             this Announcement; 
 
·             the Possible Offer Announcement; 
 
·             the irrevocable undertaking and letters of intent referred to in
paragraph 6 above and summarised in Appendix III to this Announcement; 
 
·             the written consent provided by Herax Partners LLP; and 
 
·             the Confidentiality Agreement and the Cost Indemnity referred to
in paragraph 17 above. 
 
 Enquiries: Peel Hunt LLP(Financial Adviser to Regent Pacific)                                                             
 Charles BattenOliver Jackson                                                    Tel: +44 207 418 8900                     
 Finsbury Asia Limited (Communications Adviser to Regent Pacific)                                                          
 London: Faeth BirchAsia: Alastair Hetherington Plethora Solutions Holdings plc  Tel: +44 207 251 3801Tel: +852 3166 9888  
 Michael G Wyllie, Chief Scientific Officer                                      Tel:+44 203 0775400                       
 Herax Partners LLP (Financial Adviser to Plethora)John MellettAngus MacPherson  Tel: +44 207 399 1680                     
 finnCap (Plethora Nominated Adviser and Broker)Geoff NashGrant Bergman          Tel: +44 207 220 0500(Corporate Finance)  
 Citigate Dewe Rogerson (Communications Adviser to Plethora)                                                               
 David DibleSylvie Berrebi                                                       Tel: +44 207 638 9571                     
                                                                                                                           
 
 
Important Notices 
 
Peel Hunt LLP, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Regent Pacific and
no one else in connection with the Offer and will not be responsible to anyone
other than Regent Pacific for providing the protections afforded to clients of
Peel Hunt LLP or for providing advice in connection with the Offer, the
content of this announcement or any matter or arrangement referred to herein.
Neither Peel Hunt 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 Peel Hunt LLP in connection with this
announcement, any statement contained herein or otherwise. 
 
Altus Capital Limited, which is licensed by the Securities and Futures
Commission in Hong Kong, is acting exclusively as independent financial
adviser for Regent Pacific and no one else in connection with the Offer and
will not be responsible to anyone other than Regent Pacific for providing the
protections afforded to clients of Altus Capital Limited or for providing
advice in connection with the Offer, the content of this announcement or any
matter or arrangement referred to herein. Neither Altus Capital Limited nor
any of its subsidiaries 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 Altus
Capital Limited in connection with this announcement, any statement contained
herein or otherwise. 
 
Herax Partners LLP is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Herax Partners LLP is acting exclusively as
financial adviser to Plethora and no one else in connection with the Offer and
shall not be responsible to anyone other than Plethora for providing the
protections afforded to clients of Herax Partners LLP nor for providing advice
in connection with the Offer or any matter referred to herein. 
 
Further information 
 
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise nor will there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. 
 
The Offer will be made solely by means of the Scheme Document which, together
with the Forms of Proxy, will contain the full terms and conditions of the
Offer including details of how to vote in respect of the Offer. 
 
This Announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of jurisdictions outside the United
Kingdom. 
 
The Offer will be subject to the applicable requirements of the Takeover Code,
the Panel, AIM, the London Stock Exchange, the Financial Conduct Authority,
the UKLA and the Hong Kong Stock Exchange. 
 
Plethora will prepare the Scheme Document to be distributed to Plethora
Shareholders. Plethora urges Plethora Shareholders to read the Scheme Document
when it becomes available because it will contain important information in
relation to the Offer, the New Regent Pacific Shares and the Combined Group.
Any vote in respect of the Scheme or other response in relation to the Offer
should be made only on the basis of the information contained in the Scheme
Document. 
 
The New Regent Pacific Shares are not being offered to the public by means of
this Announcement. This Announcement does not constitute a prospectus or
prospectus equivalent document. 
 
Regent Pacific reserves the right to elect to implement the acquisition of the
entire issued and to be issued ordinary share capital of Plethora by way of a
takeover offer (as such term is defined in section 974 of the Companies Act).
In such event, the takeover offer will be implemented on substantially the
same terms as those which would apply to the Scheme (subject to appropriate
amendments, including (without limitation, and if agreed with the Panel) the
inclusion of an acceptance condition set at 90 per cent. of the shares to
which such takeover offer relates or such lesser percentage, being more than
50 per cent., as Regent Pacific may decide). 
 
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 Offer 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 Offer 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
Offer, have not been, and will not be, registered under 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 Offer 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. 
 
Unless otherwise determined by Regent Pacific or required by the Takeover
Code, and permitted by applicable law and regulation, the Offer 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 Offer will not
be capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Offer 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 Offer (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 Offer 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. 
 
Forward Looking Statements 
 
This Announcement, including any information included or incorporated by
reference in this Announcement, contains statements about Regent Pacific and
Plethora that are or may be forward looking statements. All statements other
than statements of historical facts included in this Announcement may be
forward looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Regent Pacific's or
Plethora's operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on Regent Pacific's or Plethora's
business. 
 
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements.Much of the risk
and uncertainty relates to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should
not be placed on such statements which speak only as at the date of this
Announcement. Neither Regent Pacific nor Plethora, nor any of their respective
associates or directors, officers, employees, managers, agents,
representatives, partners, members, consultants or advisers: (i) provide any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements will actually
occur; nor (ii) assume any obligation to, and do not intend to, revise or
update these forward looking statements, except as required pursuant to
applicable law. Regent Pacific disclaims any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law. 
 
No profit forecasts or estimates 
 
No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Regent Pacific or Plethora, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Regent
Pacific or Plethora, as appropriate. 
 
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 Panel's website
atwww.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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
Electronic Communications 
 
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 Takeover Code
to comply with Rule 2.12(c) of the Takeover Code. 
 
Publication on Websites and Availability of Hard Copies 
 
A copy of this Announcementand the documents listed in paragraph 22 below
(Documents available on website) will be madeavailable on Plethora's website
at www.plethorasolutions.co.ukunder the 'Investor Relations' tab (under the
sub-heading 'Regent Pacific Offer') and on Regent Pacific's website at
www.regentpac.com by clicking the 'Offer for Plethora' link byno later than
12:00 noon (London time) or 8:00 p.m. (Hong Kong time) on 16 December 2015
(being the Business Day following the date of this Announcement). The content
of the websites referred to in this Announcement is not incorporated into and
does not form part of this Announcement. 
 
You may request a hard copy of this Announcement by contacting Peel Hunt on
+44 (0)20 7418 8900. You may also request that all future documents,
announcements and information to be sent to you in relation to the Offer
should be in hard copy form. 
 
Rounding 
 
Certain figures included in the Announcement have been subject to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them. 
 
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER 
 
Part A: Conditions of the Scheme and the Offer 
 
1         The Offer is conditional upon the Scheme becoming unconditional and
effective, subject to the Takeover Code, by not later than 30 September 2016
or such later date (if any) as Regent Pacific and Plethora may agree (if
required) and the Panel and the Court may allow. In addition, it will be
subject to the terms and conditions set out in the Scheme Document. 
 
2         The Scheme will be subject to the following conditions: 
 
2.1 
 
(i)         its approval by a majority in number of the Plethora Shareholders
who are present and vote, whether in person or by proxy, at the Court Meeting
and who represent not less than 75 per cent. in value of the Plethora Shares
voted by those Plethora Shareholders; and 
 
(ii)        such Court Meeting being held on or before the 22nd day after the
expected date of the Court Meeting as to be set out in the Scheme Document in
due course (or such later date as may be agreed by Regent Pacific and Plethora
and the Court may allow); 
 
2.2 
 
(i)         the resolution(s) required to approve and implement the Scheme
being duly passed by Plethora Shareholders representing 75 per cent. or more
of votes cast in person or by proxy at the Plethora General Meeting; and 
 
(ii)        such Plethora General Meeting being held on or before the 22nd day
after the expected date of the Plethora General Meeting as to be set out in
the Scheme Document in due course (or such later date as may be agreed by
Regent Pacific and Plethora and the Court may allow); 
 
2.3 
 
(i)         the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Plethora and Regent Pacific) and the delivery of a copy of the Court Order to
the Registrar of Companies; and 
 
(ii)        the Court hearing to sanction the Scheme being held on or before
the 22nd day after the expected date of the Court approval hearing as set out
in the Scheme Document in due course (or such later date as may be agreed by
Regent Pacific and Plethora and the Court may allow). 
 
3         In addition, subject as stated in Part B below and to the
requirements of the Panel, the Offer will be conditional upon the following
Conditions and, accordingly, the Court Order will not be delivered to the
Registrar of Companies unless such Conditions (as amended if appropriate) have
been satisfied or, where relevant, waived: 
 
Independent Regent Pacific Shareholder approval 
 
(a)        the passing at the Regent Pacific General Meeting of such
resolution or resolutions as are necessary to approve, implement and effect
the Offer including a resolution to approve the Offer and to authorise the
creation and allotment of New Regent Pacific Shares; 
 
Admission of the New Regent Pacific Shares 
 
(b)        the Listing Committee of the Hong Kong Stock Exchange granting the
listing of, and permission to deal in, the New Regent Pacific Shares; 
 
Notifications, waiting periods and Authorisations 
 
(c)        other than in relation to the matters referred to in Conditions
3(a) and (b), all notifications, filings or applications which are necessary
or considered appropriate or desirable by Regent Pacific (acting reasonably)
having been made in connection with the Offer and all necessary waiting
periods and other time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each case in
respect of the Offer and all Authorisations deemed reasonably necessary or
appropriate by Regent Pacific in any jurisdiction for or in respect of the
Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the
acquisition or the proposed acquisition of any shares or other securities in,
or control or management of, Plethora or any other member of the Wider
Plethora Group by any member of the Wider Regent Pacific Group having been
obtained in terms and in a form reasonably satisfactory to Regent Pacific from
all appropriate Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the Wider
Plethora Group or the Wider Regent Pacific Group has entered into contractual
arrangements and all such Authorisations necessary, appropriate or desirable
to carry on the business of any member of the Wider Plethora Group in any
jurisdiction having been obtained and all such Authorisations remaining in
full force and effect at the time at which the Offer becomes otherwise
unconditional in all respects and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations; 
 
General antitrust and regulatory 
 
(d)        other than in relation to the matters referred to in Conditions
3(b) and 3(c), no antitrust regulator or Third Party having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be
expected to: 
 
(i)         require, prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by any member of the Wider
Regent Pacific Group or by any member of the Wider Plethora Group of all or
any part of its businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof); 
 
(ii)        except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Regent Pacific Group or the Wider Plethora
Group to acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Plethora Group or any asset
owned by any Third Party (other than in the implementation of the Offer); 
 
(iii)       impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Regent Pacific Group directly or
indirectly to acquire, hold or to exercise effectively all or 

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