TIDMSUMO
RNS Number : 6584Y
Sumo Group PLC
17 January 2022
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 OR
REGULATIONS OF THAT JURISDICTION
17 January 2022
RECOMMED CASH ACQUISITION
of
SUMO GROUP PLC
by
SIXJOY HONG KONG LIMITED
Scheme becomes effective
On 19 July 2021, Sumo Group plc (Sumo) and Tencent Holdings
Limited (Tencent) announced a recommended cash offer for Sumo
through Tencent's indirect wholly-owned subsidiary, Sixjoy Hong
Kong Limited (Tencent Bidco), under Rule 2.7 of the Code (the
Acquisition), to be implemented by way of a scheme of arrangement
(the Scheme), subject to the terms and conditions set out in the
circular relating to the Scheme dated 16 August 2021 (the Scheme
Document).
On 13 January 2022, Sumo and Tencent Bidco announced that the
Court had sanctioned the Scheme.
Sumo and Tencent Bidco are pleased to announce that the Scheme
has today become effective in accordance with its terms, following
delivery of the Court Order to the Registrar of Companies.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Settlement
Scheme Shareholders on Sumo's register of members at the Scheme
Record Time, being 6.00 p.m. (London time) on 14 January 2022 will
be entitled to receive 513 pence in cash for each Scheme Share
held. Scheme Shareholders' consideration under the terms of the
Acquisition will be settled or despatched by no later than 31
January 2022.
Cancellation of trading
The admission to trading of Sumo Shares on AIM is expected to be
cancelled with effect from 7.00 a.m. (London time) on 18 January
2022.
Director resignations
Sumo further announces that, with effect from the date of this
announcement (being the Effective Date), the Sumo Non-Executive
Chairman (Ian Livingstone), the Sumo Senior Independent
Non-Executive Director (Michael Sherwin) and the Sumo Independent
Non-Executive Director (Andrea Dunstan) have resigned as directors
of Sumo.
Enquiries
Sumo Group plc via Belvedere Communications
Carl Cavers / David Wilton
Goldman Sachs International (Lead financial adviser to Sumo)
Khamran Ali / Hemal Thaker / Tanguy Croguennoc / Chris Emmerson +44 (0) 20 7774 1000
Zeus Capital Limited (Rule 3 Adviser, Nominated Adviser, Joint Broker and financial
adviser
to Sumo) +44 (0) 161 831 1512
Benjamin Robertson / Richard Darlington / Andrew Jones +44 (0) 20 3829 5000
Investec Corporate & Investment Banking (Joint Broker to Sumo)
David Flin / Bruce Garrow +44 (0) 207 597 5970
Belvedere Communications Limited (Financial PR adviser to Sumo)
Cat Valentine +44 (0) 7715 769 078
John West +44 (0) 7788 971 403
Tencent +852 3148 5100 ext 868919
PH Cheung
Morgan Stanley & Co. International Plc (Financial adviser to Tencent and Tencent
Bidco)
Laurence Hopkins / Daniel Diamond / Josh Bretherton +44 (0) 20 7425 8000
Brunswick Group (Financial PR adviser to Tencent)
Tim Danaher / Diana Vaughton +44 (0) 20 7404 5959
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 Sumo in
any jurisdiction in contravention of applicable law.
The Acquisition is made solely through the Scheme Document,
which contains the full terms and conditions of the
Acquisition.
Goldman Sachs, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting exclusively
for Sumo and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Sumo for providing the protections afforded to clients of
Goldman Sachs, or for giving advice in connection with the matters
referred to in this announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Rule 3 adviser for Sumo and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than Sumo for providing the protections afforded to
clients of Zeus, nor for providing advice in relation to any matter
referred to herein.
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting for
Sumo and for no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Sumo for providing the protections afforded to its clients nor
for providing advice in relation to the matters set out in this
announcement.
Morgan Stanley, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting as financial
adviser exclusively for Tencent and Tencent Bidco and no one else
in connection with the matters set out in this announcement and
will not be responsible to any person other than Tencent and
Tencent Bidco for providing the protections afforded to clients of
Morgan Stanley, nor for providing advice in relation to the content
of this announcement or any matter referred to herein. Neither
Morgan Stanley nor any of its subsidiaries, branches or 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 Morgan
Stanley in connection with this announcement, any statement
contained herein or otherwise.
Notice to Overseas Shareholders
General
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. 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 has
been prepared for the purpose of complying with English law, the
Code and the AIM Rules and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions
outside of England.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction. Copies of this announcement and
formal documentation relating to the Acquisition will not be, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Further details in relation to Overseas Shareholders is
contained in paragraph 15 of Part Two of the Scheme Document.
Certain notices to US investors in Sumo
The Acquisition relates to the shares of an English company that
is a "foreign private issuer" as defined in Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended, and has been effected
by means of a scheme of arrangement under English law. Neither the
US proxy solicitation rules nor the tender offer rules under the US
Exchange Act will apply to the Acquisition. Accordingly, the Scheme
has been subject to the disclosure requirements and practices
applicable to the United Kingdom and under the Code to schemes of
arrangement, which differ from the disclosure and procedural
requirements of the US proxy solicitation rules and the tender
offer rules. Neither the SEC, nor any securities commission of any
state of the United States, has approved the Acquisition, passed
upon the fairness of the Acquisition or passed upon the adequacy or
accuracy of this document. Any representation to the contrary is a
criminal offence in the United States. Financial information
relating to Sumo included in this announcement and the Scheme
Document has been or will have been prepared in accordance with
International Financial Reporting Standards and accounting
standards applicable in the United Kingdom that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The receipt of cash by a beneficial owner of Sumo Shares
pursuant to the Acquisition as consideration for the transfer of
its Scheme Shares pursuant to the Scheme will likely be a taxable
transaction for United States federal income tax purposes and may
also be a taxable transaction under other applicable tax laws,
including any applicable United States state and local, as well as
non-US, tax laws. Each Sumo Shareholder is urged to consult its
independent professional adviser immediately regarding the tax
consequences to it (or to its beneficial owners) of the
Acquisition.
Sumo is organised under the laws of England, Tencent is
organised under the laws of the Cayman Islands and Tencent Bidco is
organised under the laws of Hong Kong. All of the officers and
directors of Sumo and Tencent are residents of countries other than
the United States and the majority of the assets of Sumo and
Tencent are located outside of the United States. As a result, it
may not be possible to effect service of process within the United
States upon Sumo, Tencent, Tencent Bidco or any of their respective
officers or directors, or to enforce outside the United States
judgements obtained against Sumo, Tencent, Tencent Bidco or any of
their respective officers or directors in courts in the United
States, including, without limitation, judgements based upon the
civil liability provisions of the US federal securities laws or the
laws of any state or territory within the United States. It may not
be possible to sue Sumo, Tencent and Tencent Bidco in a non-US
court for violations of US securities laws. It may be difficult to
compel Sumo, Tencent, Tencent Bidco and their respective affiliates
to subject themselves to the jurisdiction and judgment of a court
in the United States.
Publication of this announcement and availability of hard
copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tencent's website (at
www.tencent.com/en-us/investors.html) and Sumo's website (at
www.sumogroupplc.com/investors-centre/) by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the contents of the websites referred to in
this announcement are not incorporated into and do not form part of
this announcement.
Sumo Shareholders may request a hard copy of this announcement
by contacting Link Group on 0371 664 0321 (if calling from within
the UK) or +44 371 664 0321 (if calling from outside the UK). Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Your attention is
drawn to the fact that a hard copy of this announcement will not be
sent to you unless so requested. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
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END
OUPBRMLTMTIBMJT
(END) Dow Jones Newswires
January 17, 2022 04:47 ET (09:47 GMT)
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