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 3
15/12/2015 13:41
- Part 3: For the preceding part double click ID:nRSO1424Jb
any rights of
ownership in respect of shares or other securities in Plethora (or any member
of the Wider Plethora Group) or on the ability of any member of the Wider
Plethora Group or any member of the Wider Regent Pacific Group directly or
indirectly to hold or exercise effectively all or any rights of ownership in
respect of shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Plethora Group;
(iv) otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider Plethora Group or any member
of the Wider Regent Pacific Group;
(v) result in any member of the Wider Plethora Group or any member of
the Wider Regent Pacific Group ceasing to be able to carry on business under
any name under which it presently carries on business to an extent which is
material in the context of the Wider Plethora Group taken as a whole or the
Wider Regent Pacific Group taken as a whole in the context of the Offer (as
the case may be);
(vi) make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
Plethora by any member of the Wider Regent Pacific Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or delay or
otherwise interfere with the implementation of, or impose additional material
conditions or obligations with respect to, or otherwise materially challenge,
impede, interfere or require material amendment of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, Plethora by any member of the Wider Regent Pacific
Group;
(vii) require, prevent or materially delay a divestiture by any member
of the Wider Regent Pacific Group of any shares or other securities (or the
equivalent) in any member of the Wider Plethora Group or any member of the
Wider Regent Pacific Group;
(viii) impose any limitation on the ability of any member of the Wider
Regent Pacific Group or any member of the Wider Plethora Group to conduct,
integrate or co ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Regent
Pacific Group and/or the Wider Plethora Group in a manner which is materially
adverse to the Wider Regent Pacific Group and/or the Wider Plethora Group, in
either case, taken as a whole or in the context of the Offer; or
(ix) impose any limitation on the ability of any member of the Wider
Regent Pacific Group of any member of the Wider Plethora Group to conduct,
integrate or co-ordinate all or any part of its business with all or any part
of the business of any other member of the Wider Regent Pacific Group and/or
the Wider Plethora Group in each case in a manner which is adverse to and
material in the context of the Wider Regent Pacific Group taken as a whole or
of the obligations of any members of the Wider Plethora Group taken as a whole
or in the context of the Offer,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Plethora Shares or otherwise intervene having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(e) except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to which any
member of the Wider Plethora Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or be subject or any
event or circumstance which, as a consequence of the Offer or the acquisition
or the proposed acquisition by any member of the Wider Regent Pacific Group of
any shares or other securities (or the equivalent) in Plethora or because of a
change in the control or management of any member of the Wider Plethora Group
or otherwise, could or might reasonably be expect to result in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Plethora
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the Wider Plethora Group or any such mortgage, charge
or other security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, franchise, permit
or other instrument being terminated or the rights, liabilities, obligations
or interests of any member of the Wider Plethora Group being adversely
modified or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(iv) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Plethora Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Plethora Group otherwise than in the
ordinary course of business;
(v) any liability of any member of the Wider Plethora Group to make any
severance, termination, bonus or other payment to any of its directors, or
other officers;
(vi) the rights, liabilities, obligations, interests or business of any
member of the Wider Plethora Group or any member of the Wider Regent Pacific
Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider Plethora
Group or any member of the Wider Regent Pacific Group in or with any other
person or body or firm or company (or any arrangement or arrangement relating
to any such interests or business) being or becoming capable of being
terminated, or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vii) any member of the Wider Plethora Group ceasing to be able to carry
on business under any name under which it presently carries on business;
(viii) the business, assets, value, financial or trading position,
profits, operational performance or prospects of, any member of the Wider
Plethora Group being prejudiced or adversely affected; or
(ix) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Plethora Group other than trade
creditors or other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Plethora Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would or might
result in any of the events or circumstances as are referred to in Conditions
(e)(i) to (ix);
Certain events occurring since 31 December 2014
(f) except as Disclosed, no member of the Wider Plethora Group having
since 31 December 2014:
(i) issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue, of additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Plethora
Shares out of treasury (except, where relevant, as between Plethora and wholly
owned subsidiaries of Plethora or between the wholly owned subsidiaries of
Plethora and except for the issue or transfer out of treasury of Plethora
Shares on the exercise of employee share options or vesting of employee share
awards in the ordinary course under the Plethora LTIP);
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any wholly
owned subsidiary of Plethora to Plethora or any of its wholly owned
subsidiaries;
(iii) other than pursuant to the Offer (and except for transactions
between Plethora and its wholly owned subsidiaries or between the wholly owned
subsidiaries of Plethora and transactions in the ordinary course of business)
implemented, effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of assets or
shares or loan capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent which is material in the context of
the Wider Plethora Group taken as a whole;
(iv) except for transactions between Plethora and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Plethora, disposed
of, or transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material asset or
authorised, proposed or announced any intention to do so;
(v) except for transactions between Plethora and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Plethora, issued,
authorised or proposed or announced an intention to authorise or propose, the
issue of or made any change in or to the terms of any debentures or become
subject to any contingent liability or incurred or increased any indebtedness
which is material in the context of the Wider Plethora Group as a whole or the
Wider Regent Pacific Group as a whole or in the context of the Offer;
(vi) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could involve an obligation of a nature or
magnitude which is reasonably likely to be materially restrictive on the
business of any member of the Wider Plethora Group which, taken together with
any other such material transaction, arrangement, agreement, contract or
commitment, is material in the context of the Wider Plethora Group as a whole
or the Wider Regent Pacific Group as a whole or in the context of the Offer;
(vii) entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or, except for
salary increases, bonuses or variations of terms in the ordinary course of
business, senior executive of any member of the Wider Plethora Group;
(viii) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Plethora Group which
are material in the context of the Wider Plethora Group taken as a whole;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(x) except in the ordinary course of business, waived, compromised or
settled any claim which is material in the context of the Wider Plethora Group
as a whole;
(xi) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Plethora Group and any other person in a
manner which would or might reasonably be expected to have a material adverse
effect on the financial position of the Wider Plethora Group taken as a
whole;
(xii) made any alteration to its memorandum or articles of association or
other incorporation documents;
(xiii) except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented to any
significant change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Plethora Group for its
directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to,
to an extent which is in any such case material in the context of the Wider
Plethora Group;
(xiv) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business which is material in the context of the Wider Plethora Group taken as
a whole;
(xv) taken or proposed any steps or corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any part of its assets or revenues or any analogous or equivalent steps
or proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xvi) (except for transactions between Plethora and its wholly owned
subsidiaries or between the wholly owned subsidiaries), made, authorised,
proposed or announced an intention to propose any change in its loan capital;
(xvii) entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme, merger of business or
corporate entities or other transaction or arrangement (other than the Offer)
which is material in the context of the Wider Plethora Group as a whole or the
Wider Regent Pacific Group as a whole or in the context of the Offer (as the
case may be);
(xviii) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition (h);
(xix) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Plethora Group and any other person in a
manner which would or might be expected to have a material adverse effect on
the financial position of the Wider Plethora Group taken as a whole; or
(xx) having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Plethora Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;
No adverse change, litigation, regulatory enquiry or similar
(g) except as Disclosed, since 31 December 2014 there having been:
(i) no adverse change and no circumstance having arisen which would or
might be expected to result in any adverse change or deterioration in, the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Plethora Group which is
material in the context of the Wider Plethora Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against or in respect of, any member of the Wider
Plethora Group or to which any member of the Wider Plethora Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Plethora Group, in each case which might
reasonably be expected to have a material adverse effect on the Wider Plethora
Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider Plethora
Group having been threatened, announced or instituted or remaining outstanding
by, against or in respect of any member of the Wider Plethora Group, in each
case which might reasonably be expected to have a material adverse effect on
the Wider Plethora Group taken as a whole;
(iv) no contingent or other liability having arisen or become apparent
to Regent Pacific or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider
Plethora Group to an extent which is material in the context of the Wider
Plethora Group taken as a whole; and
(v) no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Plethora Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider Plethora
Group taken as a whole or in the context of the Offer (as the case may be);
and
No discovery of certain matters regarding information, liabilities and
environmental issues
(h) except as Disclosed, Regent Pacific not having discovered:
(i) that any financial, business or other information concerning the
Wider Plethora Group publicly announced prior to the date of this Announcement
or disclosed at any time to any member of the Wider Regent Pacific Group by or
on behalf of any member of the Wider Plethora Group prior to the date of this
Announcement is misleading, contains a material misrepresentation of any fact,
or omits to state a fact necessary to make that information not misleading, in
any such case to a material extent;
(ii) that any member of the Wider Plethora Group subject to any
liability, contingent or otherwise and which is material in the context of the
Wider Plethora Group taken as a whole or in the context of the Offer;
(iii) that, in relation to the use, treatment, storage, carriage, any
release, emission, accumulation, discharge, disposal of any waste or substance
or other fact or circumstance which has impaired or is likely to impair the
environment (including property) or harmed or is likely to harm the health of
humans, animals or other living organisms or eco systems or otherwise relating
to environmental matters of the health and safety of humans, no past or
present member of the Wider Plethora Group, to an extent which is material in
the context of the Wider Plethora Group taken as a whole or the Wider Regent
Pacific Group taken as a whole or in the context of the Offer (A) having
committed any violation of any applicable laws, statutes, regulations,
Authorisations, notices or other requirements of any Third Party; and/or (B)
having incurred any liability (whether actual or contingent) to any Third
Party; and/or (C) being likely to incur any liability (whether actual or
contingent, including contribution to costs or indemnification liabilities),
or being required, to make good, remediate, repair, reinstate or clean up the
environment (including any property, assets or any controlled waters currently
or previously owned, occupied, operated or made use of or controlled by any
past or present member of the Wider Plethora Group (or on its behalf), or in
which any such member may have or previously have had or be deemed to have had
an interest); or
(iv) that circumstances exist (whether as a result of making the Offer
or otherwise) which would be reasonably likely to lead to any Third Party
instituting (or whereby any member of the Wider Plethora Group would be likely
to be required to institute), an environment audit or take any steps which
would in any such case be reasonably likely to result in any actual or
contingent liability to improve or install new plant or equipment or to make
good, repair, reinstate or clean up any property of any description or any
asset now or previously owned, occupied or made use of by any past or present
member of the Wider Plethora Group (or on its behalf) or by any person for
which a member of the Wider Plethora Group is or has been responsible, or in
which any such member may have or previously have had or be deemed to have had
an interest, which is material in the context of the Wider Plethora Group
taken as a whole;
Anti-corruption
(v) any member of the Wider Plethora Group or any person that performs
or has performed services for or on behalf of any such company is or has
engaged in any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or
any other applicable anti-corruption legislation;
(vi) any member of the Wider Plethora Group is ineligible to be awarded
any contract or business under section 23 of the Public Contracts Regulations
2006 or section 26 of the Utilities Contracts Regulations (2006) (each as
amended); or
(vii) any past or present member of the Wider Plethora Group has engaged
in any activity or business with, or made any investments in, or made any
payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governments or supranational body or
authority in any jurisdiction; or
No criminal property
(viii) any asset of any member of the Wider Plethora Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition).
Part B: Certain further terms of the Offer
1 Subject to the requirements of the Panel in accordance with the
Takeover Code, Regent Pacific reserves the right to waive:
(i) any of the Conditions set out in the above Condition 2 for the
timing of the Court Meeting, Plethora General Meeting and the Court hearing to
approve the Scheme. If any such deadline is not met, Regent Pacific will make
an announcement by 8:00 a.m. (London time) on the Business Day following such
deadline confirming whether it has invoked or waived the relevant Condition or
agreed with Plethora to extend the deadline in relation to the relevant
Condition; and
(ii) in whole or in part, all or any of the above Conditions 3(a) to
(h) (inclusive).
2 The Offer will lapse if the Scheme does not become effective by
11:59 p.m. (London time) on 30 September 2016 (or such later date as may be
agreed between Regent Pacific and Plethora).
3 If Regent Pacific is required by the Panel to make an offer for
Plethora Shares under the provisions of Rule 9 of the Takeover Code, Regent
Pacific may make such alterations to any of the above Conditions and terms of
the Offer as are necessary to comply with the provisions of that Rule.
4 Regent Pacific will be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of Conditions 3(a) to (h) (inclusive) by a date earlier than the latest date
for the fulfilment of that Condition notwithstanding that the other Conditions
of the Offer may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
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).
Further, if sufficient acceptances of such takeover offer are received and/or
sufficient Plethora Shares are otherwise acquired, it is 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.
5 In the event that the Offer is implemented by way of a takeover offer,
the Plethora Shares acquired under the Offer will be acquired fully paid and
free from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this Announcement.
6 If, after the date of this Announcement but prior to the Effective
Date, any dividend or other distribution is declared, paid or made or payable
by Plethora (a "relevant distribution"), Regent Pacific reserves the right
(without prejudice to any right of Regent Pacific), with the consent of the
Panel, to invoke Condition 3(g)(ii) above) to reduce the Exchange Ratio to
reflect the aggregate amount of such dividend or distribution. Furthermore,
Regent Pacific reserves the right to reduce the Exchange Ratio in such
circumstances as are, and by such amount as is, permitted by the Panel.
If any such dividend or distribution occurs, any reference in this
Announcement to the Exchange Ratio will be deemed to be a reference to the
Exchange Ratio as so reduced. If such reduction occurs, notwithstanding the
terms on which the Plethora Shares are expressed to be acquired by Regent
Pacific pursuant to the Offer in Appendix I, the Plethora Shares will be
acquired by or on behalf of Regent Pacific pursuant to the Offer fully paid
and free from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now and hereafter attaching to such shares including
the right to receive in full all dividends and other distributions (if any)
declared, paid or made on or after the date of this Announcement.
To the extent that such a dividend, distribution or payment has been declared,
paid, made or is payable is or will be: (i) transferred pursuant to the Offer
on a basis which entitles Regent Pacific to receive the dividend, distribution
or payment and to retain it; or (ii) cancelled, the Exchange Ratio will not be
subject to change in accordance with this paragraph.
Any exercise by Regent Pacific of its rights referred to in this paragraph
will be the subject of an announcement and, for the avoidance of doubt, will
not be regarded as constituting any revision or variation of the Offer.
7 The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
8 The New Regent Pacific Shares to be issued pursuant to the Offer
have not been and will not be registered under the US Securities Act of 1933.
Accordingly, the New Regent Pacific Shares may not be offered, sold or
delivered, directly or indirectly, in the United States, except pursuant to
exemptions from applicable requirements of any such jurisdiction.
9 The Offer is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction.
10 The Offer is governed by the law of England and Wales and is subject
to the jurisdiction of the English courts and to the Conditions and further
terms set out in this Appendix I and to be set out in the Scheme Document. The
Offer will be subject to the applicable requirements of the Takeover Code, the
AIM Rules, the Hong Kong Exchange Rules, the Panel, the London Stock Exchange,
the Hong Kong Stock Exchange, the Financial Conduct Authority, the UKLA and
the Securities and Futures Commission of Hong Kong.
11 The New Regent Pacific Shares will be issued credited as fully paid
and will rank pari passu in all aspects with the existing Regent Pacific
Shares.
12 Each of the Conditions will be regarded as a separate Condition and
will not be limited by reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. All references to Plethora Shares are to Plethora ordinary shares of
1 pence each and references to Regent Pacific Shares are to Regent Pacific
ordinary shares of HK$0.01 each.
2. The number of New Regent Pacific Shares issued under the Scheme to
Plethora Shareholders (other than Regent Pacific) of 11,568,619,063 is
calculated by multiplying the Exchange Ratio of 15.7076 by the number of
Plethora Shares held by Plethora Shareholders (other than Regent Pacific) on
14 December 2015 (being the last Business Day prior to publication of this
Announcement).
3. The aggregate value of the consideration of £85,824,275 is
calculated by multiplying the number of New Regent Pacific Shares to be issued
under the terms of the Scheme of 11,568,619,063 by the price per Regent
Pacific Share of HK$0.087 (being the closing price on the last Business Day
prior to publication of this Announcement) and converting this into Sterling
at the exchange rate referred to in paragraph 10 below.
4. The percentage of the share capital of the Combined Group that will
be owned by Plethora Shareholders (other than members of the Regent Pacific
Group) of 65.98 per cent. is calculated by dividing the number of New Regent
Pacific Shares to be issued to Plethora Shareholders (other than Regent
Pacific) under the terms of the Scheme (as defined in paragraph 2 above) by
the issued share capital of the Combined Group (as defined in paragraph 6
below) and multiplying the resulting sum by 100 to produce a percentage.
5. The fully diluted issued ordinary share capital of Plethora is based
on:
(i) 823,297,686 Plethora Shares in issue as at the close of business
on 14 December 2015 (being the last Business Day prior to publication of this
Announcement);
(ii) 54,200,000 Plethora Shares subject to awards under the Plethora
LTIP;
(iii) no Plethora Shares being issued in respect of the Plethora Option
Scheme on the basis that as at 14 December 2015 (being the last Business Day
prior to the date of this Announcement) the exercise price of the options
under the Plethora Option Scheme was greater than the indicative offer price;
(iv) 103,589,489 Plethora Shares being issued under the JM Convertible
Loan, the Galloway Warrants and the CfE Warrants; and
(v) no Plethora Shares being issued in respect of the Fundraising
Warrants on the basis that as at 14 December 2015 (being the last Business Day
prior to the date of this Announcement) the exercise price of the Fundraising
Warrants was greater than the indicative offer price.
6. The share capital of the Combined Group has been calculated on the
basis of:
(i) 3,485,730,523 Regent Pacific Shares in issue on 14 December 2015,
being the last Business Day prior to the date of this Announcement; and
(ii) 14,047,113,239 New Regent Pacific Shares to be issued (being the
sum of the New Regent Pacific Shares to be issued under the Scheme, as
referred to in paragraph 2 above, and the New Regent Pacific Shares to be
issued upon vesting and conversion of the awards and convertibles as referred
to in paragraph 5(ii) and (iv) above)).
7. Unless otherwise stated all prices and closing prices for Regent
Pacific Shares and Plethora Shares are closing prices derived from the daily
quotations on the Hong Kong Stock Exchange and the AIM appendix to the London
Stock Exchange's Daily Official List respectively.
8. Unless otherwise stated, the financial information relating to
Plethora is extracted from the Plethora Interim Results, prepared in
accordance with IFRS.
9. Unless otherwise stated, the financial information relating to
Regent Pacific is extracted from the interim report of Regent Pacific for the
six months to 30 June 2015, prepared in accordance with HKFRS.
10. Unless otherwise stated, the £/HK$, £/US$, A$/US$, A$/£, A$/HK$ and
US$/HK$ exchange rates used are the rates displayed on Bloomberg of 11.7271,
1.5130, 0.7255, 0.4795, 5.6233 and 7.7509 respectively as at 5:00 p.m. (London
time) on 14 December 2015, being the last Business Day prior to the
publication of this Announcement.
11. Certain figures included in this Announcement have been subject to
rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKING AND LETTERS OF INTENT
Independent Plethora Director's Irrevocable Undertaking
Michael G Wyllie 1,759,127 0.21
Michael G Wyllie
1,759,127
0.21
Michael G Wyllie has irrevocably undertaken to Regent Pacific that he will
exercise or abstain from exercising, or where applicable, procure the exercise
of or the abstention from, all votes (whether on a show of hands or a poll or
whether in person or by proxy) in relation to the 1,759,127 Plethora Shares
held by him (together with any Plethora Shares issued after the date of the
undertaking and attributable to or derived from such shares) at the Court
Meeting and the Plethora General Meeting (in each case including any
adjournment thereof) in favour of the Scheme.
This irrevocable undertaking ceases to be binding if the Scheme (or Offer, as
applicable) does not become effective or lapses in accordance with its terms.
Other Plethora Shareholders
Letters of intent
Forest Nominees Limited (being the nominee company of Canaccord Genuity Wealth (International) Ltd) 71,804,175 8.72
W B Nominees Limited (being the nominee company of Walker Crips Stockbrokers Limited) 13,848,458 1.68
W B Nominees Limited (being the nominee company of Walker Crips Stockbrokers
Limited)
13,848,458
1.68
The letters of intent from Forest Nominees Limited and W B Nominees Limited
were provided on the basis of the terms (including the exchange ratio) set out
in the Possible Offer Announcement.
W B Nominees Limited has given its letter of intent in respect of
discretionary clients. W B Nominees Limited has confirmed that it is its
current intention to cast, or procure the casting of, all votes (whether on a
show of hands or a poll and whether in person or by proxy) in respect of the
ordinary shares in Plethora it held at the time its letter of intent was
provided and any other ordinary shares in Plethora of which it may hereafter
become the registered owner, beneficial owner or in which it may become
interested at any court meeting, general meeting or class meeting in
connection with the Offer to enable the Offer to become effective.
Forest Nominees Limited has provided its letter of intent in respect of shares
it holds on behalf of controllers or beneficial owners (set out in the table
below) (the "Controllers") who have confirmed to Canaccord Genuity Wealth
(International) Ltd that the letter of intent can be given. Forest Nominees
Limited has confirmed that it is its and the Controllers' current intention to
cast, or procure the casting of, all votes (whether on a show of hands or a
poll and whether in person or by proxy) in respect of 71,804,175 ordinary
shares in Plethora it held at the time its letter of intent was provided at
any court meeting, general meeting or class meeting in connection with the
Offer to enable the Offer to become effective.
Name of Controller: Number of Plethora Shares:
Mr S Glover, his family and the connected Bay Holdings (Jersey) Limited and Stonewall Holdings Limited 3,640,000
Andre de Gruchy and the connected Delphinus Pension Fund Limited 30,000
Peter Watts and the connected Fernwood Court Limited 165,000
H H & Mrs E M Vernon 400,000
Miss S D Ballard 6,500
Mr A Simon & Mrs C A. Simon 50,000
Mr G Moustras 500,000
Mr G P Lovett 400,000
Mr I P Jones 800,000
Mr I R & Mrs L B Mackenzie 35,000
Mr J G Swaisland 40,000
Mr J Tracey 22,500
Mr M Hockey 15,000
Mr M J Newby 12,000,000
Mr M and Mrs C Gurney 146,000
Mr P & Mrs J L Lockwood 1,600
Mr P A & Mrs A Stone 200,000
Mr R I & Mrs A Steven 210,000
Mr W English 30,000
Mr W K S Lamond 22,000
Mrs C F Duncan 25,000
Mrs C Jackson 5,000
Mrs D P Lamond 62,500
Mrs L E Barr 180,000
Mrs L M and Mr S W Vidamour 15,000
Mrs L Vidamour 6,500
Mrs P J Carson & Mrs N K Davidson 20,000
Mrs P Stuart 50,000
Mrs S E Le Prevost 50,000
Ms S Carr 80,000
R & Mrs L J Wasteney 40,000
Mr R & Mrs P Dean and the connected Southdown Holdings Limited 48,806,575
Spencer Bourne and the connected Spencer Holdings Limited Ref: 70602 3,000,000
Mr Martin Henry 750,000
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the 'AIM Rules for Companies' as published by the London Stock Exchange
"Announcement" this announcement made in accordance with Rule 2.7 of the Takeover Code, dated 15 December 2015, including its summary and appendices
"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals
"Business Day" a day which is not a Saturday, Sunday or a public holiday in Hong Kong or London, England
"CCASS" the Central Clearing and Settlement System, being the securities settlement system used within the Hong Kong Stock Exchange
"CCASS Participant" a participant of CCASS
"Catalent" Catalent Pharma Solutions, LLC, a subsidiary of Catalent, Inc., a corporation incorporated in Delaware and whose shares are traded on the New York Stock Exchange
"China" the People's Republic of China excluding, for the purposes of this Announcement, the Special Administrative Regions of Hong Kong and Macau
"Combined Group" the combined Plethora Group and Regent Pacific Group following completion of the Offer
"Commonwealth of Independent States" Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan, Turkmenistan, Uzbekistan and Ukraine
"Companies Act" the Companies Act 2006, as amended
"Concert Parties" all members of the Regent Pacific Board, Anderson Whamond, Anthony Baillieu and Greg Bailey and their associates
"Conditions" the conditions to the implementation of the Offer, as set out in Appendix I to this Announcement and to be set out in the Scheme Document
"Confidentiality Agreement" has the meaning given to it in paragraph 17 of this Announcement
"Cost Indemnity" has the meaning given to it in paragraph 17 of this Announcement
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of the Plethora Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof
"Court Order" the order of the Court approving the Scheme
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code
"Disclosed" the information disclosed by, or on behalf of Plethora, (i) in the annual report and accounts of the Plethora Group for the financial year ended 31 December 2014; (ii) the Plethora Interim Results; (iii) in this Announcement; or (iv) in any other
announcement to a Regulatory Information Service by, or on behalf of Plethora prior to the publication of this Announcement
"Effective Date" the date on which the Scheme becomes effective
"EMA" the European Medicines Agency, being the decentralised agency of the European Union, responsible for the scientific evaluation of medicines developed by pharmaceutical companies for use in the European Union
"Exchange Ratio" for each Plethora Share, 15.7076 New Regent Pacific Shares to be issued under the Offer
"FCA"or"Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000
"FDA" or "Food and Drug Administration" the Food and Drug Administration, being the agency in the US responsible for protecting and promoting public health through the regulation and supervision of various products
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the Plethora General Meeting, which will accompany the Scheme Document
"Herax Partners LLP" Herax Partners LLP is an independent investment banking firm providing corporate finance advice to Plethora and the Independent Plethora Director and is authorised and regulated by the Financial Conduct Authority
"HKFRS" the Hong Kong Accounting Standards, Hong Kong Financial Reporting Standards and Interpretations issued by the Hong Kong Institute of Certified Public Accountants
"Hong Kong" the Hong Kong Special Administrative Region of China
"Hong Kong Exchange Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time
"Hong Kong Main Board" the Main Board of the Hong Kong Stock Exchange
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"IFRS" International Financial Reporting Standards
"Independent Plethora Director" Michael G Wyllie
"Independent Regent Pacific Directors" two independent non-executive directors of Regent Pacific, namely David Comba and Julie Oates
"Independent Regent Pacific Shareholders" Regent Pacific Shareholders other than James Mellon, Jamie Gibson, Mark Searle, Jayne Sutcliffe, Anderson Whamond, Greg Bailey and Anthony Baillieu (and their respective associates)
"Listing Rules" the rules and regulations made by the FCA in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name
"London Stock Exchange" London Stock Exchange plc
"New Drug Application" the process through which drug sponsors formally propose that the FDA approve a new pharmaceutical for sale and marketing in the US
"New Regent Pacific Shares" the new Regent Pacific Shares proposed to be issued to Plethora Shareholders in connection with the Offer
"Offer" the recommended offer being made by Regent Pacific to acquire the entire issued and to be issued share capital of Plethora not already directly or indirectly owned by Regent Pacific to be effected by means of the Scheme and, where the context admits, any
subsequent revision, variation, extension or renewal thereof
"Offer Period" the offer period (as defined by the Takeover Code) relating to Plethora, which commenced on 4 November 2015
"Official List" the Official List maintained by the UKLA
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code
"Overseas Plethora Shareholders" Plethora Shareholders (or nominees of, or custodians or trustees for Plethora Shareholders) not resident in, or nationals or citizens of the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Pharmaserve" Pharmaserve (North West) Ltd, a private limited company registered in England and Wales with registered number 06368662
"Plethora" Plethora Solutions Holdings plc, a limited liability company incorporated in England and Wales with registered no. 05341336 and whose securities are admitted to trading on AIM
"Plethora Board" the board of directors of Plethora
"Plethora ConvertibleInstruments" the following convertible instruments which, as at the last Business Day prior to the date of this Announcement), are convertible into Plethora Shares:(a) a loan entered into on 31 March 2015 between James Mellon and Plethora in the amount of £340,000,
with an interest rate of 5 per cent. (with the interest accrued and payable quarterly in cash). The principal of the loan is repayable on 31 March 2020 and James Mellon has the right to elect for repayment to be satisfied by the issue of new Plethora
Shares,
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