TIDMSOPH
RNS Number : 2533E
Sophos Group Plc
26 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
26 February 2020
RECOMMED CASH ACQUISITION
of
SOPHOS GROUP plc
by
SURF BUYER LIMITED
(a newly formed company owned by FUNDS MANAGED aND/OR ADVISED BY
THOMA BRAVO, LLC)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
TIMETABLE UPDATE
On 14 October 2019, the boards of Sophos Group PLC ("Sophos")
and Surf Buyer Limited, a newly formed company owned by funds
managed and/or advised by Thoma Bravo, LLC ("Bidco") announced the
terms of a recommended cash offer pursuant to which Bidco will
acquire the entire issued and to be issued share capital of Sophos
(the "Acquisition") to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was posted to Sophos Shareholders on 8 November
2019.
On 25 February 2020, Sophos announced that the High Court of
Justice in England and Wales (the "Court") had sanctioned the
Scheme and that the Scheme was expected to become Effective, and
Sophos Shares suspended from trading, on 27 February 2020.
During the course of 26 February 2020, Bidco became aware that a
subsidiary of Sophos, Sophos Limited, has a limited regulatory
permission from the UK Financial Conduct Authority (the "FCA") to
enable it to provide finance to employees for the purchase of
cycles or cyclist safety equipment under the UK Government's "cycle
to work" scheme, a tax efficient scheme for employees. Under UK
financial regulation, a company which is able to offer equipment
under the scheme with a value in excess of GBP1000 must be
authorised by the FCA. Sophos Limited has currently extended
arrangements with a value in excess of GBP1000 to a de minimis
number of employees. Under UK financial regulation, any person
acquiring control of an authorised entity must seek the FCA's
approval.
A decision has therefore been taken that Sophos delay the
delivery of a copy of the Court Order to the Registrar of
Companies, and therefore the Effective Date, to allow Bidco to
notify the FCA of the Acquisition. Sophos will also update the
Court about the delay.
Trading in Sophos Shares on the London Stock Exchange's main
market for listed securities and the listing of Sophos Shares on
the premium listing segment of the Official List will continue
until further notice.
A further announcement will be made in due course with the
updated timetable.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
Sophos Group plc Tel: +44 (0) 12 3555 9933
Kris Hagerman, Chief Executive Officer
Derek Brown, Vice President Investor
Relations
Tulchan Communications (financial PR Tel: +44 (0)20 7353 4200
adviser to Sophos)
James Macey White
Sunni Chauhan
Harry Cameron
Matt Low
J.P. Morgan Cazenove (lead financial Tel: +44 (0)20 7742 4000
adviser and corporate broker to Sophos)
Gary Weiss
Bill Hutchings
James Robinson
Chris Wood
Lazard (financial adviser and Rule Tel: +44 (0)20 7187 2000
3 adviser to Sophos)
Cyrus Kapadia
Philippe Noël
UBS AG London Branch (corporate broker Tel: +44 (0)20 7567 8000
and financial adviser to Sophos)
Jonathan Rowley
David Roberts
Important notices
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Sophos and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Sophos for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, or for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to herein.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Sophos and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Sophos for providing the protections afforded to clients of Lazard
nor for providing advice in connection with the Acquisition or any
other matter referred to herein. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with the Acquisition, any statement
contained herein or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the PRA and subject to regulation by the FCA and
limited regulation by the PRA in the United Kingdom. UBS is acting
exclusively as financial adviser to Sophos and no one else for the
purpose of the Acquisition and will not be responsible to anyone
other than Sophos for providing the protections offered to clients
of UBS nor for providing advice in relation to the Acquisition or
any transaction, arrangement or other matter referred to
herein.
In accordance with the Takeover Code, Goldman Sachs
International, J.P. Morgan Cazenove and UBS and their respective
affiliates will continue to act as exempt principal trader in
Sophos securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Takeover Code
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of Sophos in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the Offer Document), which contains the full terms and
conditions of the Acquisition. Each Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation, the Listing
Rules and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Sophos Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. It is the responsibility of any person
outside the United Kingdom into whose possession this announcement
comes to satisfy themselves as to the full observance of the laws
of the relevant jurisdiction in connection with the Acquisition,
including the obtaining of any governmental, exchange control or
other consents which may be required and/or compliance with other
necessary formalities which are required to be observed and the
payment of any issue, transfer or other taxes or levies due in such
jurisdiction. The release, publication or distribution of this
announcement in certain jurisdictions may be restricted by law.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for shares in
any jurisdiction in which such offer or solicitation is
unlawful.
The receipt of cash pursuant to the Acquisition by a US holder
of Sophos Shares as consideration for the transfer of its Sophos
Shares pursuant to the Scheme will be a taxable transaction for US
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as foreign and
other tax laws. Each US holder of Sophos Shares is strongly advised
to consult an appropriately qualified independent professional tax
adviser immediately with respect to the tax consequences of the
Scheme.
Overseas shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
Publication on a website
This announcement will be made available on the Sophos website
at https://investors.sophos.com promptly and in any event by no
later than 12:00 p.m. on the Business Day following the date of
this announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEAKAKADPEEFA
(END) Dow Jones Newswires
February 26, 2020 11:41 ET (16:41 GMT)
Sophos (LSE:SOPH)
Historical Stock Chart
From Apr 2024 to May 2024
Sophos (LSE:SOPH)
Historical Stock Chart
From May 2023 to May 2024