TIDMSUMO
RNS Number : 3938Y
Sumo Group PLC
13 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
13 January 2022
RECOMMED CASH ACQUISITION
of
SUMO GROUP PLC
by
SIXJOY HONG KONG LIMITED
(an indirect subsidiary of Tencent Holdings Limited)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Court sanction of the Scheme
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). On 16 August 2021, Sumo announced that the circular
relating to the Scheme (the Scheme Document) had been posted or
made available to Sumo Shareholders and, for information only, to
persons with information rights.
On 10 September 2021, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
special resolution to implement the Scheme was passed by the
requisite majority of Sumo Shareholders at the General Meeting. On
14 December 2021, Sumo and Tencent Bidco announced the satisfaction
or waiver of the Anti-trust and FDI Conditions.
Sumo and Tencent Bidco are pleased to announce that the High
Court of Justice in England and Wales (the Court) has today made an
order sanctioning the Scheme under section 899 of the Companies
Act.
The Scheme remains conditional on, and will become Effective
upon, the delivery of a copy of the Court Order to the Registrar of
Companies, which is expected to occur on 17 January 2022.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document, unless the
context requires otherwise. References to time in this announcement
are to London time.
Exercise of share options
Upon the Scheme being sanctioned by the Court earlier today,
conditional exercises by holders of options granted under the Sumo
Long Term Incentive Plan (the LTIP) became unconditional. 4,319,394
Sumo Shares will be allotted and issued, and credited as fully
paid, to Ocorian Trustees (Jersey) Limited, as trustee of the Sumo
Group plc Employee Benefit Trust No. 2, who will hold the legal
title of these Sumo Shares as nominee on behalf of the
participants, in accordance with the proposals made by Sumo and
Tencent Bidco to participants of the LTIP in letters to them dated
16 August 2021 pursuant to Rule 15 of the Code. The 4,319,394 Sumo
Shares to be issued are "Scheme Shares" within the meaning of the
Scheme, and will be acquired by Tencent Bidco under the Scheme.
Pipeworks deferred consideration
Pursuant to the terms of the merger agreement for the
acquisition of Pipeworks, Inc., 3,282,940 Sumo Shares will be
allotted and issued, and credited as fully paid, to Lake Street
Labs Topco LLC in satisfaction of the deferred consideration
component to be paid by Sumo in the event of a change of control of
Sumo. The 3,282,940 Sumo Shares to be issued are "Scheme Shares"
within the meaning of the Scheme, and will be acquired by Tencent
Bidco under the Scheme.
Next steps
There has been no material change to the expected timetable of
principal events for the Acquisition set out in the announcement
issued by Sumo on 14 December 2021. Accordingly, Sumo confirms
that, the last day for dealings in, and for registration of
transfers of, and disablement of CREST for, Sumo Shares will be 14
January 2022 and the Scheme Record Time will be 6.00 p.m. on 14
January 2022. Scheme Shareholders on Sumo's register of members at
the Scheme Record Time will, upon the Scheme becoming Effective, be
entitled to receive 513 pence in cash for each Scheme Share
held.
It is expected that, subject to the Scheme becoming Effective on
17 January 2022, the admission to trading of Sumo Shares on AIM
will be cancelled with effect from 7.00 a.m. on 18 January
2022.
A further announcement will be made when the Scheme has become
Effective and when the admission to trading of Sumo Shares on AIM
has been cancelled.
The above times and dates are indicative only and are based on
Sumo's current expectations and may be subject to change. If any of
the expected times and/or dates above do change, the revised times
and/or dates will be notified to Sumo Shareholders by announcement
through a Regulatory Information Service. Such announcement will,
subject to certain restrictions relating to persons in Restricted
Jurisdictions, also be available on Sumo's website at
www.sumogroupplc.com/investors-centre/ and Tencent's website at
https://www.tencent.com/en-us/investors.html.
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 will be implemented solely by means of the
Scheme Document (or if the Acquisition is implemented by way of a
Takeover Offer, the offer 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. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in, into or by use of the mails of or
from within any Restricted Jurisdiction, other means of
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or abilities or from within any Restricted
Jurisdiction.
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 is intended to be
effected by means of a scheme of arrangement under English law.
Neither the US proxy solicitation rules nor (unless implemented by
means of a takeover offer) the tender offer rules under the US
Exchange Act will apply to the Acquisition. Accordingly, the Scheme
is subject to the disclosure requirements and practices applicable
to the United Kingdom and under the Code to schemes of arrangement
(or takeover offers, if applicable), 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.
If the Acquisition is implemented by way of a Takeover Offer and
Tencent Bidco determines to extend such offer into the United
States, the offer will be made in compliance with applicable US
tender offer rules. In such circumstances, Sumo Shareholders are
urged to read any documents relating to the Acquisition because
they will contain important information regarding the Acquisition.
Such documents will be available from Sumo at
www.sumogroupplc.com.
In accordance with normal UK practice and pursuant to Rule 14e-5
under the US Exchange Act, Tencent Bidco or certain of its
affiliates, or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, Sumo Shares outside of the United States, other than
pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective or the Acquisition (or the Takeover
Offer) lapses or is otherwise withdrawn. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Accordingly, such information will also be publicly disclosed in
the United States to the extent that such information is made
public in the UK.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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
OUPBKNBPNBKDQDD
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January 13, 2022 08:57 ET (13:57 GMT)
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