<PAGE>
Filed by Regent Group, Inc. and Playa Minerals and Energy, Inc.
pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Regent Group, Inc. Commission File No: 0-3338
Subject Companies: Regent Group, Inc. and
Playa Minerals and Energy, Inc.
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY REGENT GROUP, INC. ON JUNE 27,
2000.
Regent Group, Inc. and Playa Minerals and Energy, Inc. Agree to Merge
Regent Group, Inc. Reduced Shares Outstanding
June 27, 2000 - PR Newswire, Rye, New York, Regent Group, Inc. ("the Company")
(OTCBB:RGII) today announced it has received $200,000 from Playa Minerals and
Energy, Inc. ("Playa") with whom Regent executed a merger agreement on March 31,
2000. Receipt of the payment was a triggering event for the merger to proceed.
Also, in a series of transactions not directly related to the merger, Regent
Group, Inc. is reducing the number of its common shares outstanding from 12.8
million to approximately 7.0 million shares.
The approximate terms of the merger transaction call for the current Regent
Group, Inc. shareholders to retain 1.0 million shares out of a projected 12.5
million shares to be outstanding upon the completion of the merger and following
a reverse stock split of approximately one for seven. Amongst numerous items,
Regent shareholders will be asked to vote upon the proposed merger and the one
for seven reverse stock split. Pursuant to the merger agreement, Regent has
agreed to cease operating its web based operating business and to have as clean
as possible balance sheet at the time of merger, i.e. minimal assets and
liabilities. The closing of the merger is also subject to satisfaction of the
usual closing conditions. For more information describing this event, the
Company will be filing a report on a Form 8-K with the Securities and Exchange
Commission. (www.sec.gov.)
Also, Regent announced that a net of 5.8 million common shares have been
returned to the company, primarily from individuals and entities who received
the shares in exchange for their respective interests in Stock Siren, LLC. It is
anticipated that the Company will cease Stock Siren, LLC's operations.
The companies are preparing proxy/registration materials pertaining to the
merger and other concurrent issues and will be submitting such to the Securities
and Exchange Commission for its review and the subsequent delivery to
shareholders for a Special Meeting being called to vote upon such matters. This
press release does not constitute an offer of any securities for sale.
<PAGE>
Playa is in the business of buying proven and under developed oil and gas
reserves. The company operates a lease in the four corners region of New Mexico
and has recently deposited $3.8 as acquisition down payments of proven reserves
including a $2.5 million payment for an off shore Gulf of Mexico asset it is
purchasing from Marathon Oil, the closing of which is scheduled to occur during
the later part of July, 2000.
Statements in this press release concerning the future business, operating
results, and financial condition of Regent Group, Inc. are "forward-looking"
statements as defined in the Private Securities Litigation Reform Act of 1995.
Such statements are based on Management's current expectations and are subject
to a number of factors and uncertainties, including Regent Group, Inc.'s ability
to consummate the merger with Playa, Playa's ability to complete its pending
reserve acquisitions and other risks and uncertainties identified in the
Company's reports filed under the Securities Exchange Act of 1934. Information
contained in these forward-looking statements is inherently uncertain and actual
performance and results may differ materially.
For More Information, please call Robert Long, Chairman, Regent Group, Inc. at
845-266-4858.
