Regent Pacific Enters CBD Market in Asia Through Proposed Acquisition of Yooya

Following the transaction, Yooya will become the first e-commerce platform to focus on the CBD market in Asia.

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June 6, 2019 Hong Kong – PRESS RELEASE – Regent Pacific Group Limited, a specialist healthcare, wellness and life sciences investment group, has signed an indicative non-legally binding offer letter with Entertainment Direct Asia Ltd. to acquire Yooya for a potential consideration of US$15 million. If successful, the transaction would be effected through a share for share exchange.

Following the transaction, Yooya will expand its sector focus and become the first e-commerce marketing platform to focus on CBD infused products that are designed to awaken the body’s natural healing system and promote better health and sleep; and products that safely eliminate the psychoactive THC from hemp.

Yooya is a content-driven e-commerce platform that is reshaping the way that brands connect with Chinese consumers. Total e-commerce revenue in China is forecast to top US$1.8 trillion by 2022. Yooya recognizes that the way that Chinese consumers shop and the factors that influence purchase decisions have changed dramatically, with video content consumption being the single most popular activity on the internet in China. Japan, Asia’s second largest e-commerce market in dollar terms, will see nearly 90 million e-commerce shoppers by 2021.

Yooya helps brands to reach the right audiences through its targeted video platform; and substantial network of content producers and e-commerce providers. John Possman and Richard Myers, existing directors of Yooya, have over fifty years of experience combined in media, technology and consumer products in Greater China, Japan, and other markets in Asia.

Yooya is particularly focused on brands in the beauty and cosmetics, health and wellness, apparel, and related sectors. Recent research from Kantar shows that in 2018 annual online sale of cosmetics, skincare, and personal-care products in China grew by 46 percent, 40 percent and 37 percent respectively.

Jamie Gibson, chief executive officer of Regent Pacific, said, “We see huge opportunity to use the Yooya team’s extensive experience in digital marketing and partnerships with both influencers and e-commerce platforms to support the roll out of our CBD, organics and natural formulations business, which require more targeted engagement to reach the end-consumer.”

The possible acquisition remains subject to a number of pre-conditions, including completion of due diligence, respective approvals of the company’s and Yooya’s boards and formal acquisition documentation to be agreed between the company and each of Yooya’s shareholders.

On completion of the transaction, Lorne Abony will join the company’s board of directors as a non-executive director. Abony is a well-known technology, media and wellness entrepreneur whose many successful ventures include the co-founding of FUN which he later sold in 2006 to Liberty Media for C$484 million and Mood Media Corporation, a business he grew from start up to US$750 million in revenue, US$130 million in EBITDA, 3,300 employees and offices in 47 countries. In 2017, Abony co-founded and was CEO of Nuuvera Corporation, a leading wellness company that sold 11 months after being formed for C$832 million.

To further support the expansion into new product lines, the company has also signed subscription agreements with Jim Mellon, Jamie Gibson and an experienced group of strategic investors including principals of JJR Capital and Abony Enterprises in CBD, organics and natural formulations for a total amount of approximately US$17.5 million in convertible loan notes. The loan notes will accrue interest at a rate of 4 percent per annum, mature in May 2022 and be issued at a conversion price of HK$0.2125 per share, representing a 15 percent discount to the closing price of the Ordinary Shares as quoted on the Hong Kong Stock Exchange on the date immediately preceding the date of this press release.

“The capital raised through this offering will help us drive our rapid expansion into the fast-growing CBD segment, which is estimated to be worth up to US$15 billion in China alone by 2024," added Gibson. “We envisage rolling out our CBD business in Asia with a line of exceptional consumer-focused products initially in the health and wellness area, including topicals and balms, and working with the world’s largest CBD manufacturers to build out our CBD brands over time. The participants in this offering include strategic investors in the company who have generated very successful investment returns in the CBD market and we are grateful for their confidence in the Company.”

The issuance of the loan notes to Jim Mellon and Jamie Gibson will be subject to independent shareholders’ approval and the new Regent shares to be issued to the subscribers will be granted pursuant to a specific mandate that will be subject to shareholders’ approval.