4 Dec 2019 16:35
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM, AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE, NOR SHALL THERE BE ANY SALE OF, THE SECURITIES REFERRED TO HEREIN IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION OF SUCH SECURITIES UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PRESS RELEASE
4 December 2019
Proposed offering of up to approximately 55.7 million existing ordinary shares in Sophos Group plc ("Sophos" or the "Company")
Dr. Peter Lammer and Dr. Jan Hruska (the "Selling Shareholders") announce their intention to sell in aggregate up to approximately 55.7 million existing ordinary shares of Sophos, corresponding to approximately 11.3% of the outstanding ordinary share capital of the Company (the "Offer Shares"). The sale will be undertaken via an accelerated bookbuilding process to institutional investors (the "Offering").
As announced on 14 October 2019 (the "Announcement") by Surf Buyer Limited ("Surf Buyer"), a newly formed company owned by funds managed and/or advised by Thoma Bravo, LLC, the Selling Shareholders and LGL Trustees Limited, in its capacity as trustee of The Hruska 2015 Settlement (the "Trust"), each provided an irrevocable undertaking to vote in favour of the resolutions relating to the proposed acquisition of Sophos by Surf Buyer. After the Meetings (as defined in the Announcement), such undertakings permit the sale of any shares in Sophos held by the Selling Shareholders and the Trust, subject to a right of first offer of Surf Buyer. Such right of first offer has now expired.
Barclays Bank PLC ("Barclays") is acting as Sole Global Coordinator (the "Sole Global Coordinator") in connection with the Offering and N. M. Rothschild & Sons Limited ("Rothschild & Co") is acting as the sole Financial Adviser to the Selling Shareholders. The Offer Shares are being offered to institutional investors by way of an accelerated bookbuild which will be launched immediately following this announcement. The right is reserved to close the books at any time. The sale price of the shares and the final size of the Offering will be determined by the Sole Global Coordinator and the Selling Shareholders after the books have closed.
It is expected that following completion of the Offering, Dr. Peter Lammer and Dr. Jan Hruska will not own any shares in Sophos. The Trust is not participating in the Offering and currently owns approximately 1.1% of the outstanding ordinary share capital of the Company.
Sophos will not receive any proceeds from the Offering.
Enquiries:
Barclays +44 (0)20 7623 2323
Chris Madderson / Ben West / Phil Drake
Rothschild & Co +44 (0)20 7280 5000
Warner Mandel / Peter Nicklin / Colm Burns
IMPORTANT NOTICE
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Offer Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement, and the information contained herein, is for information purposes only and does not constitute or form part of any offer, or solicitation of an offer, to acquire or dispose of, or subscribe for, securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which such an offer or solicitation is unlawful.
The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of any state or other jurisdiction and the Offer Shares may not be offered or sold, directly or indirectly, in the United States, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made, or will be made, in the United States or in any other jurisdiction.
The Offer Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In member states of the European Economic Area ("EEA"), this announcement and any offer of Offer Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
In the United Kingdom this announcement is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this announcement may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
No prospectus or offering document has been or will be prepared in connection with the Offering. Any investment decision in connection with the Offering must be made solely on the basis of publicly available information relating to the Company and its shares. Such information has not been independently verified and the Selling Shareholders, Rothschild & Co and the Sole Global Coordinator are not responsible, and expressly disclaim any liability, for such information. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
In connection with the Offering, the Sole Global Coordinator or respective affiliates may take up a portion of the Offer Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Offer Shares and other securities of the Company or related investments in connection with the Offering or otherwise or, further to any contractual obligations that may be in place between the Sole Global Coordinator and the Selling Shareholders, the Sole Global Coordinator and its respective affiliates may, in compliance with applicable law or regulation, for a limited period coordinate further sales of securities following the Offering. Accordingly, references to the Offer Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Sole Global Coordinator and any of its respective affiliates acting as investors for their own accounts. In addition the Sole Global Coordinator or any of its respective affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Global Coordinator (or any of its respective affiliates) may from time to time acquire, hold or dispose of shares. The Sole Global Coordinator does not intend to disclose the extent of any such investment or transactions or sales otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not constitute a recommendation concerning the Offering. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or its shares. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring Offer Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Offering for the entity or person concerned. This announcement does not represent the announcement of a definitive agreement to proceed with the Offering and, accordingly, there can be no certainty that the Offering will proceed. The Selling Shareholders reserve the right not to proceed with the Offering or to vary the terms of the offering in any way.
Barclays is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA. Rothschild & Co is authorised and regulated by the FCA. The Sole Global Coordinator and Rothschild & Co are acting exclusively for the Selling Shareholders and no one else in connection with the Offering, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients nor for providing advice in relation to the Offer Shares or the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.