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 4

Regent PacificAnnouncement

15/12/2015 13:41

- Part 4: For the preceding part double click  ID:nRSO1424Jc 

at a price of 2 pence per Plethora Share. If the loan was to be repaid on 31 March 2020 by way of the issue of new Plethora Shares, 17,000,000 Plethora Shares would be issued to James Mellon (the "JM Convertible Loan");(b) warrants issued by       
                                                    Plethora to Galloway Limited (an associate of James Mellon) on 17 October 2011, as amended on 18 March 2013, which expire on 31 March 2023. If exercised, the warrants are convertible at a price of 1.25 pence per Plethora Share into an amount of Plethora   
                                                    Shares equal to 5 per cent. of Plethora's fully diluted share capital (which includes Plethora Shares issued under this instrument and all other Plethora Shares capable of being issued under outstanding warrants, options or rights to subscribe), which     
                                                    would be 54,118,431 new Plethora Shares if calculated as at the date of this Announcement (the "Galloway Warrants");(c) warrants issued by Plethora to Capital for Enterprise Fund A L.P. on 29 June 2010, as amended on 18 March 2013, which expire on 31 March 
                                                    2023. If exercised, the warrants are convertible at the nominal value of Plethora Shares (being 1 penny per Plethora Share) into an amount of Plethora Shares equal to 3 per cent. of Plethora's fully diluted share capital (including Plethora Shares issued  
                                                    under this instrument and all other Plethora Shares capable of being issued under outstanding warrants, options or rights to subscribe), which would be 32,471,058 new Plethora Shares if calculated as at the date of this Announcement (the "CfE Warrants");  
                                                    and(d) 101,148,981 fundraising warrants issued by Plethora on 19 September 2014, each convertible into one Plethora Share at a price of 15 pence on or before 19 September 2019 (the "Fundraising Warrants")                                                    
 "Plethora General Meeting"                         the general meeting of Plethora Shareholders (including any adjournment thereof) to be convened in connection with the Scheme                                                                                                                                   
 "Plethora Group"                                   Plethora and its subsidiary undertakings                                                                                                                                                                                                                        
 "Plethora Interim Results"                         the interim results of the Plethora Group for the six month period ending on 30 June 2015                                                                                                                                                                       
 "Plethora LTIP"                                    the Plethora long term incentive plan, under which the following awards are outstanding that, upon vesting, convert into Plethora Shares on a one-for-one basis: (i) Jamie Gibson, an award in respect of 35,000,000 Plethora Shares; (ii) James Mellon, an     
                                                    award in respect of 1,000,000 Plethora Shares; (iii) Greg Bailey, in respect of 1,000,000 Plethora Shares; (iv) Michael Collis, an award in respect of 1,000,000 Plethora Shares; (v) Michael G Wyllie, an award in respect of 16,000,000 Plethora Shares; and  
                                                    (vi) Romero Tayong, an award in respect of 200,000 Plethora Shares                                                                                                                                                                                              
 "Plethora Meetings"                                the Court Meeting and the Plethora General Meeting                                                                                                                                                                                                              
 "Plethora Option Scheme"                           the Plethora Executive Share Option Scheme, under which the following options are outstanding that, upon exercise, entitle their holders to subscribe for Plethora Shares on a one-for-one basis: Michael G Wyllie and Romero Tayong, an option in respect of   
                                                    111,476 and 20,984 Plethora Shares respectively, exercisable at 59 pence on or before 21 June 2016                                                                                                                                                              
 "Plethora Remuneration Committee"                  the remuneration committee of the Plethora Board                                                                                                                                                                                                                
 "Plethora Shareholder" or "Plethora Shareholders"  a holder, or the holders, of Plethora Shares                                                                                                                                                                                                                    
 "Plethora Shares"                                  the fully paid ordinary shares of 1 pence each in the capital of Plethora                                                                                                                                                                                       
 "Possible Offer Announcement"                      the joint announcement by Plethora and Regent Pacific regarding a possible offer for Plethora by Regent Pacific dated 4 November 2015                                                                                                                           
 "PSD502"                                           Plethora's proprietary product for the treatment for premature ejaculation PSD502                                                                                                                                                                               
 "Recordati"                                        Recordati Ireland Ltd, a subsidiary of Recordati S.p.A                                                                                                                                                                                                          
 "Regent Pacific"                                   Regent Pacific Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Hong Kong Stock Exchange and are also traded on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange          
 "Regent Pacific Board"                             the board of directors of Regent Pacific                                                                                                                                                                                                                        
 "Regent Pacific General Meeting"                   the general meeting of Regent Pacific to be convened in connection with the Offer, notice of which will be sent out in the Regent Pacific Shareholder Circular, including any adjournment thereof                                                               
 "Regent Pacific Group"                             Regent Pacific and its subsidiary undertakings and where the context permits, each of them                                                                                                                                                                      
 "Regent Pacific Shareholder Circular               the circular relating to approval of the Offer to be published and sent to Independent Regent Pacific Shareholders                                                                                                                                              
 "Regent Pacific Shareholders"                      the holders of Regent Pacific Shares                                                                                                                                                                                                                            
 "Regent Pacific Shares"                            the ordinary shares of US$0.01 each in the capital of Regent Pacific                                                                                                                                                                                            
 "Registrar of Companies"                           the Registrar of Companies in England and Wales                                                                                                                                                                                                                 
 "Regulatory Information Service"                   any of the services set out in Appendix III to the Listing Rules                                                                                                                                                                                                
 "Restricted Jurisdiction"                          the United States and any other jurisdiction where the extension or availability of the Offer would break any applicable law                                                                                                                                    
 "Restricted Overseas Person"                       Plethora Shareholders resident in, or nationals or citizens of, Restricted Jurisdictions or who are nominees or custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Jurisdictions                                        
 "Scheme"                                           the proposed scheme of arrangement under Part 26 of the Companies Act between Plethora and the Plethora Shareholders (other than Regent Pacific) in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by 
                                                    the Court and agreed by Plethora and Regent Pacific                                                                                                                                                                                                             
 "Scheme Document"                                  the document to be sent to Plethora Shareholders containing, inter alia, the Scheme and the notices convening the Plethora Meetings                                                                                                                             
 "SEC"                                              the US Securities and Exchange Commission                                                                                                                                                                                                                       
 "Significant Interest"                             in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking                                      
 "Takeover Code"                                    the City Code on Takeovers and Mergers                                                                                                                                                                                                                          
 "Third Party"                                      each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee          
                                                    representative body or any other body or person whatsoever in any jurisdiction                                                                                                                                                                                  
 "Total Shareholder Returns"                        the combined return to shareholders from dividends and share price movement as a cumulative calculation, with net dividends re-invested on the ex-dividend date                                                                                                 
 "UKLA"                                             the UK Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000                                                                                            
 "United Kingdom" or "UK"                           the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                        
 "United States" or "US"                            the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof                                       
 "US Exchange Act"                                  the US Securities Exchange Act of 1934                                                                                                                                                                                                                          
 "Wider Plethora Group"                             Plethora and associated undertakings and any other body corporate, partnership, joint venture or person in which Plethora and such undertakings (aggregating their interests) have a Significant Interest                                                       
 "Wider Regent Pacific Group"                       Regent Pacific and its subsidiary undertakings and any other body corporate, partnership, joint venture or person in which Regent Pacific and all such undertakings (aggregating their interests) have a Significant Interest                                   
 
 
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act. 
 
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom. 
 
All references to "HK$" are to the lawful currency of Hong Kong. 
 
All references to "Euros", "EUR" and "E" are to the lawful currency of the
member states of the European Union that adopt a single currency in accordance
with the Treaty establishing the European Community as amended by the Treaty
on the European Union. 
 
All references to "US$", "$" and "US Dollars" are to the lawful currency of
the United States. 
 
All references to "A$" are to the lawful currency of Australia. 
 
All the times referred to in this Announcement are London times unless
otherwise stated. 
 
References to the singular include the plural and vice versa. 
 
This information is provided by RNS
The company news service from the London Stock Exchange