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Form 8 (OPD) (Regent Pacific Group Limited)

17th Nov 2015 09:00

RNS Number : 9498F
Regent Pacific Group Limited
17 November 2015
 



FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Regent Pacific Group Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Regent Pacific Group Limited

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

16 November 2015

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

YES - Plethora Solutions Holdings plc

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

US$ 0.01 Ordinary Shares

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

-

-

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

TOTAL:

-

-

-

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

-

Details, including nature of the rights concerned and relevant percentages:

-

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

The directors of Regent Pacific Group Limited and their concert parties have the following holdings in the securities of Regent Pacific Group Limited:

 

Director

Held in Own Name, or Concert Party

Number of US$0.01 Ordinary Shares

Notes

James Mellon

 

 

 

 

Own Name

154,986,181 (4.45%)

Held in own name.

Own Name

257,919,051 (7.40%)

Held by Indigo Securities Limited (a company wholly owned by a settlement, of which James Mellon is a beneficiary).

Own Name

117,902,083 (3.38%)

 

Held by Galloway Limited (a company wholly owned by a settlement, of which James Mellon is a beneficiary).

Concert Party:

Sir James Mellon

(James Mellon's Father)

3,100,000 (0.09%)

 

Held by Sir James Mellon.

 

Concert Party:

Lady Philippa Mellon

(James Mellon's Step-Mother)

1,200,000 (0.03%)

 

Held by Lady Philippa Mellon.

 

Concert Party:

Anthony Baillieu

200,000 (0.01%)

 

Held by Aldeburgh Pty Ltd. (the nominee owned by the family of Anthony Baillieu, through which shares and cash are held to individual family members' account (these shares being held in Anthony Baillieu's individual account)).

Concert Party:

Anderson Whamond

(also acting in concert with Jayne Sutcliffe)

13,000,000 (0.37%)

 

Held by a pension fund via Pershing Nominees Limited, of which Anderson Whamond is the sole beneficiary.

1,000,000 (0.03%)

Held by Olga Whamond (Anderson Whamond's spouse).

TOTAL

549,307,315 (15.76%)

Jayne Sutcliffe

 

Own Name

17,160,465 (0.49%)

Held in own name.

Own Name

27,965,226 (0.80%)

 

Held by a discretionary trust, under which Jayne Sutcliffe and members of her family may become beneficiaries.

TOTAL

45,125,691 (1.29%)

Stephen Dattels

Own Name

284,266,097 (8.16%)

Held by a trust, under which Stephen Dattels is a discretionary beneficiary.

Jamie Gibson

Own Name

142,319,138 (4.08%)

Held in own name.

Julie Oates

Own Name

2,500,000 (0.07%)

 

Held for the beneficial interests jointly with Alan Oates (Julie Oates' spouse).

Mark Searle

Own Name

4,000,000 (0.11%)

Held in own name.

Own Name

1,000,000 (0.03%)

Held by a self invested personal pension fund, of which Mark Searle is the sole beneficiary.

TOTAL

5,000,000 (0.14%)

 

The directors of Regent Pacific Group Limited have the following rights to subscribe in the securities of Regent Pacific Group Limited:

 

Director

Number of US$0.01 Ordinary Shares

Notes

James Mellon

13,000,000 (11.68%)

 

A share option under the Share Option Scheme (2002), which is exercisable at the price of HK$1.152 per share during the period from 2 October 2008 to 1 October 2017.

Director

Number of US$0.01 Ordinary Shares

Notes

Jamie Gibson

45,600,000 (40.98%)

 

A share option under the Share Option Scheme (2002), which is exercisable at the price of HK$0.300 per share during the period from 4 April 2007 to 3 April 2016.

13,000,000 (11.68%)

 

A share option under the Share Option Scheme (2002), which is exercisable at the price of HK$1.152 per share during the period from 2 October 2008 to 1 October 2017.

TOTAL

58,600,000 (52.67%)

Director

Number of US$0.01 Ordinary Shares

Notes

David Comba

5,000,000 (4.49%)

A share option under the Share Option Scheme (2002), which is exercisable at the price of HK$1.152 per share during the period from 2 October 2008 to 1 October 2017.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

17 November 2015

Contact name:

Stella Fung

Telephone number:

+852 2514 6188

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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