11 Mar 2008 07:02
Lighthouse Group PLC11 March 2008 Part 1 Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction 11 March 2008 Merger of Lighthouse Group plc and Sumus Plc The boards of Sumus Plc ("Sumus") and Lighthouse Group plc ("Lighthouse") arepleased to announce that they have reached agreement to merge. The directors of both Lighthouse and Sumus believe that, in bringing togetherthe second and third fastest growing groups within the IFA and wealth managementsectors, the merged group will be the largest autonomous entity in the marketfor the provision of independent financial advice and wealth management and thedistribution of retail financial products in the UK. The Enlarged Group willhave pro-forma turnover in excess of £80 million and estimated net assets of £22million. David Hickey, Executive Chairman of Lighthouse, said: "We have strong shareholder support from both sides for this merger, which willcombine two profitable groups with substantial balance sheet cash resources. "The merger creates an IFA and wealth management group which is genuinelyindependent, with an estimated £8 billion in assets under advice andapproximately 900 experienced advisers. "I believe that this merger creates the best positioned independent advisorygroup in the UK." Allan Rosengren, Group Chief Executive of Sumus, commented: "This is a merger of like-minded organisations and will create one of thelargest autonomous IFA and wealth management groups in the UK. It fulfills anumber of key objectives in terms of achieving meaningful size, scale andgeographic coverage, whilst further broadening the range of services offered toIFAs and clients. "We are enormously enthused by it and believe it to be in the best interests ofall stakeholders in both Sumus and Lighthouse. Once effected, we look forward tobeing part of a larger group with all of the businesses in the group maintainingtheir individual identities but working together, to mutual advantage and thebenefit of clients in the years ahead." Summary • The Merger will be effected by a scheme of arrangementbetween Sumus and Sumus Shareholders which will result in the acquisition byLighthouse of the entire issued and to be issued ordinary share capital ofSumus. • The Basic Consideration pursuant to the Merger values eachSumus Share at 42.3 pence and values the entire issued share capital of Sumus atapproximately £12.6 million. • Under the terms of the Scheme, Sumus Shareholders will beentitled to receive 1.88 New Lighthouse Shares for every Sumus Share they hold. • Under the terms of the Scheme, Sumus Shareholders will beentitled to elect to receive a Partial Cash Alternative of 43.5 pence in cashfor every Sumus Share representing approximately 50 per cent. of their SumusShares. The maximum aggregate amount payable in cash to Sumus Shareholderspursuant to the Partial Cash Alternative is approximately £4.4 million. • The Sumus Directors, who have been so advised by ArbuthnotSecurities, consider the terms of the Merger and the Scheme to be fair andreasonable so far as Sumus Shareholders are concerned and unanimously recommendthat Sumus Shareholders vote in favour of the resolutions to be proposed at theScheme Meeting and the Extraordinary General Meeting. In providing its adviceto the Sumus Board, Arbuthnot Securities has taken into account the commercialassessments of the Sumus Directors. • Lighthouse has received irrevocable undertakings from theSumus Directors and certain persons connected with them, who are togetherinterested in a total of 17,578,627 Sumus Shares, representing approximately58.83 per cent. of the existing issued share capital of Sumus, to vote (orprocure the vote of) such Sumus Shares in favour of the Merger and the Scheme atthe Scheme Meeting and the Extraordinary General Meeting. All such irrevocableundertakings will remain binding even if a higher competing offer is made forSumus. • Allan Rosengren, Sumus' Group Chief Executive, hasirrevocably undertaken not to elect to receive the Partial Cash Alternative(save with respect to the SSAS Shares) and Julian Telling, Sumus' GroupOperations Director, has irrevocably undertaken to elect to receive the PartialCash Alternative (including in respect of the SSAS Shares). • Lighthouse has also received irrevocable undertakings fromcertain other Sumus Shareholders, who are together interested in a total of815,854 Sumus Shares, representing approximately 2.73 per cent. of the existingissued share capital of Sumus, to vote (or procure the vote of) their SumusShares in favour of the Merger and the Scheme at the Scheme Meeting and theExtraordinary General Meeting. • Accordingly, Lighthouse has received irrevocableundertakings in respect of, in aggregate, 18,394,481 Sumus Shares, representing,in aggregate, approximately 61.56 per cent. of Sumus' existing issued sharecapital to vote (or procure the vote) of such Sumus Shares in favour of theMerger and the Scheme at the Scheme Meeting and the Extraordinary GeneralMeeting. • The Lighthouse Directors have irrevocably undertaken tovote (or procure or use reasonable endeavours to procure the vote) in favour ofthe Lighthouse Scheme Resolution to be proposed at the Lighthouse GeneralMeeting in respect of all their beneficial holdings of, in aggregate, 2,147,684Lighthouse Shares which represent, in aggregate, approximately 2.56 per cent. ofthe existing issued share capital of Lighthouse. • In addition, undertakings to vote (or procure the vote) infavour of the Lighthouse Scheme Resolution to be proposed at the LighthouseGeneral Meeting have been received from certain other Lighthouse Shareholders inrespect of a further 30,446,760 Lighthouse Shares representing approximately afurther 36.37 per cent. of the existing issued share capital of Lighthouse. • Accordingly, Lighthouse has received irrevocableundertakings in respect of, in aggregate, 32,594,444 Lighthouse Shares,representing, in aggregate, approximately 38.93 per cent. of Lighthouse'sexisting issued share capital to vote (or procure or use reasonable endeavoursto procure the vote) in favour of the Lighthouse Scheme Resolution to beproposed at the Lighthouse General Meeting. This summary should be read in conjunction with, and is subject to, the fulltext of this announcement and the Appendices to this announcement. Appendix IVto this announcement contains definitions of certain expressions in thisannouncement (including this summary). All times referred to are London timesunless otherwise stated. The full terms and conditions of the Merger and the Scheme will be set out inthe Scheme Document and the Form of Election which will accompany it. Indeciding whether or not to vote in favour of the Scheme at the Scheme Meetingand the related Special Resolution to be proposed at the Extraordinary GeneralMeeting, Sumus Shareholders must rely solely on the terms and conditions of theMerger and the Scheme and the information contained, and the proceduresdescribed, in the Scheme Document, the Forms of Proxy and the Form of Election.Sumus Shareholders are advised to read carefully the Scheme Document, the Formsof Proxy and the Form of Election once these have been despatched. It isanticipated that the Scheme Document, the Forms of Proxy and the Form ofElection will be despatched to Sumus Shareholders as soon as practicable but inany event within 28 days of the date of this announcement. Enquiries Lighthouse Group plc 020 7065 5640David Hickey, Executive ChairmanMalcolm Streatfield, Chief Executive Officer www.lighthousegroup.plc.co.uk Sumus Plc 0117 933 0777Allan Rosengren, Group Chief ExecutivePeter Smith, Group Finance Director www.sumus.co.uk Daniel Stewart & Company plc (Financial adviser to Lighthouse) 020 7776 6550Lindsay Mair/Stewart Dick www.danielstewart.co.uk Arbuthnot Securities (Financial adviser to Sumus) 020 7012 2000Tom Griffiths/Alasdair Younie Abchurch Communications (Financial PR adviser to Lighthouse) 020 7398 7700Heather Salmond 020 7398 7704Gareth Mead 020 7398 7710Joanne Shears 020 7398 7709 www.abchurch-group.com Winningtons Financial (Financial PR adviser to Sumus) 0117 920 0092Tom Cooper/Paul Vann www.winningtons.co.uk Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority is acting exclusively for Sumus andis acting for no one else in connection with the Merger and will not beresponsible to anyone other than Sumus for providing the protections afforded toclients of Arbuthnot Securities Limited or for providing advice in relation tothe Merger or any other matter referred to herein. Daniel Stewart & Company plc, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for Lighthouse and no oneelse in connection with the Merger and will not be responsible to anyone otherthan Lighthouse for providing the protections afforded to clients of DanielStewart & Company plc nor for providing advice in relation to the Merger or anyother matter referred to herein. This announcement is not intended to, and does not, constitute an offer or aninvitation to purchase or subscribe for any securities or the solicitation of anoffer to purchase any securities, pursuant to the Merger or otherwise. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the Code and the information disclosed may not bethe same as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside England. Copies of this announcement are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom any Restricted Jurisdiction and persons receiving this announcement(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it in or into or from any Restricted Jurisdiction.The Merger may not be made, directly or indirectly, in or into or by the use ofthe mails of, or by any other means or instrumentality (including, withoutlimitation, electronic mail, facsimile transmission, telex, telephone, internetor other forms of electronic communication) of interstate or foreign commerceof, or any facility of a national state or securities exchange of any RestrictedJurisdiction and the Merger may not be capable of acceptance by any such use,means, instrumentality or facility. This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Sumus and theSumus Group and Lighthouse and the Lighthouse Group and certain plans andobjectives of the boards of directors of Sumus and Lighthouse. Theseforward-looking statements can be identified by the fact that they do not relateonly to historical or current facts. Forward-looking statements often use wordssuch as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal","believe", "will", "may", "should", "would", "could" or other words of similarmeaning. By their nature, forward-looking statements involve risks anduncertainties that could cause actual results and developments to differmaterially from those expressed in or implied by such forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond Sumus' and Lighthouse's abilities to control or estimate precisely, suchas future market conditions and the behaviours of other market participants, andtherefore undue reliance should not be placed on such statements. Should one ormore of these risks or uncertainties materialise, or should underlyingassumptions prove incorrect, actual results may vary materially from thosedescribed in this document. Sumus and Lighthouse assume no obligation and donot intend to update or correct these forward-looking statements, except asrequired pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Sumus or Lighthouse, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Scheme becomes Effective or lapses or is otherwise withdrawn or onwhich the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Sumus or Lighthouse, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Sumus or of Lighthouse by Lighthouse or Sumus or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. The Sumus Directors accept responsibility for the information contained in thisannouncement, except for the information for which responsibility is taken bythe Lighthouse Directors. To the best of the knowledge and belief of the SumusDirectors (who have taken all reasonable care to ensure that such is the case)the information contained in this announcement for which they are responsible isin accordance with the facts and does not omit anything likely to affect theimport of such information. The Lighthouse Directors accept responsibility for the information contained inthis announcement relating to each member of the Lighthouse Group, the directorsof each member of the Lighthouse Group and the members of their immediatefamilies, related trusts and any persons connected with them. To the best of theknowledge and belief of the Lighthouse Directors (who have taken all reasonablecare to ensure that such is the case) the information contained in thisannouncement for which they are responsible is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Daniel Stewart & Company plc has given and has not withdrawn its written consentto the issue of this announcement with the inclusion of references to its namein the form and context in which they appear. Arbuthnot Securities Limited has given and has not withdrawn its written consentto the issue of this announcement with the inclusion of references to its namein the form and context in which they appear. Part 2 Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction Recommended proposals for the Merger of Lighthouse Group plc and Sumus Plc to be effected by a Scheme of Arrangement 1. Introduction The Boards of Sumus Plc ("Sumus") and Lighthouse Group plc ("Lighthouse") arepleased to announce that they have agreed the terms of a merger between Sumusand Lighthouse whereby Lighthouse would acquire, for shares and cash, the entireissued and to be issued share capital of Sumus. The Merger is to be effected byway of a scheme of arrangement under section 425 of the Companies Act 1985involving a reduction of capital under section 135 of the Companies Act 1985.The Scheme requires the approval of the Scheme Shareholders and the sanction ofthe Court. 2. The Merger Basic Consideration Under the terms of the Scheme, which is subject to the Conditions and furtherterms set out in Appendix I to this announcement, Scheme Shareholders will beentitled to receive, in respect of all their Scheme Shares where no validelection for the Partial Cash Alternative (as explained below) is made: for every Scheme Share 1.88 New Lighthouse Shares and so in proportion for such number of Scheme Shares held where no valid CashElection is made. Fractions of New Lighthouse Shares will not be allotted or issued pursuant tothe Scheme and, accordingly, each Scheme Shareholder's aggregate entitlement toNew Lighthouse Shares will be rounded down to the nearest whole number of NewLighthouse Shares. The New Lighthouse Shares will not carry the right to receive Lighthouse's finaldividend in respect of the year ended 31 December 2007, the record date forwhich precedes the earliest date on which the Scheme may become Effective, butwill carry the right to receive all dividends and other distributions declared,paid or made on the Lighthouse Shares which have a record date after the date onwhich the Scheme becomes Effective. The New Lighthouse Shares will not in anyevent carry the right to receive the intended special interim dividend referredto in paragraph 9 of this announcement. Partial Cash Alternative Under the terms of the Scheme, which is subject to the Conditions and furtherterms set out in Appendix I to this announcement, Scheme Shareholders will beentitled to elect to receive, in respect of such whole number of Scheme Sharesas represents 50 per cent. of their total holdings of Scheme Shares, roundeddown to the nearest whole number of Scheme Shares, immediately prior to theReorganisation Record Time a Partial Cash Alternative of: for every Scheme Share 43.5 pence in cash and so in proportion for such number of Scheme Shares in respect of which avalid Cash Election is made and they will be entitled to receive, in respect ofthe balance of their total holdings of Scheme Shares at the ReorganisationRecord Time, the Basic Consideration described above. Fractions of pence will not be paid pursuant to the Scheme and, accordingly,each Scheme Shareholder's aggregate entitlement to cash pursuant to the PartialCash Alternative will be rounded down to the nearest whole number of pence. Allan Rosengren, Sumus' Group Chief Executive, has irrevocably undertaken toLighthouse not to elect for the Partial Cash Alternative (save with respect tothe SSAS Shares in respect of which he has undertaken to elect for the PartialCash Alternative). Julian Telling, Sumus' Group Operations Director, hasirrevocably undertaken to Lighthouse to elect for the Partial Cash Alternative(including in respect of the SSAS Shares). Further details of these and otherirrevocable undertakings are set out in Appendix II to this announcement. Onthis basis, and on the basis of the issued share capital of Sumus as at theclose of business on 10 March 2008, the maximum amount of cash payable pursuantto the Partial Cash Alternative is approximately £4.4 million. The Partial Cash Alternative will not affect the entitlements of those SchemeShareholders who do not make Cash Elections under the Partial Cash Alternative,who will receive New Lighthouse Shares in accordance with the terms of the BasicConsideration set out above. Furthermore, a Scheme Shareholder's entitlement to elect to receive the PartialCash Alternative will not depend on Cash Elections made by other SumusShareholders under the Partial Cash Alternative. The Partial Cash Alternative is expected to remain open until 1.00 p.m. on 29April 2008 and the availability of the Partial Cash Alternative is conditionalon the Scheme becoming Effective. Value of the Basic Consideration The Boards of Sumus and Lighthouse have agreed the basis for the Merger byreference to the respective market capitalisations of Sumus and Lighthousethroughout the period of discussions between them, which commenced on 2 January2008 and continued until 10 March 2008, being the last Business Day prior tothis announcement, disregarding minor share price fluctuations during suchperiod. Based on the respective sizes of the businesses of Sumus and Lighthouse and therespective average market capitalisations of Sumus (approximately £13.3 million)and Lighthouse (approximately £19.6 million) during the period of discussionsbetween the Boards of Sumus and Lighthouse, the Merger represents an approximateSumus:Lighthouse merger ratio of 40:60. The Basic Consideration pursuant to the Merger accordingly values each SumusShare at 42.3 pence and the existing issued share capital of Sumus atapproximately £12.6 million, based on the Closing Price of 22.5 pence perLighthouse Share on 10 March 2008, being the latest practicable date prior tothis announcement. These terms represent: • a discount of approximately 4.7 per cent to the average ClosingPrice of a Sumus Share between 2 January 2008 and 10 March 2008, being theperiod during which the Merger was negotiated between the Boards of Sumus andLighthouse; and • a premium of approximately 0.7 per cent. to the Closing Priceof 42.0 pence per Sumus Share on 10 March 2008, the last Business Day prior tothe date of this announcement. Assuming no Scheme Shareholders, other than Julian Telling (including in respectof the SSAS Shares) and Allan Rosengren (in respect of the SSAS Shares only),elect for the Partial Cash Alternative and the maximum number of New LighthouseShares is issued pursuant to the Merger and the Scheme and no other LighthouseShares are issued in the period between the date of this announcement and theEffective Date, Scheme Shareholders will hold, in aggregate, approximately49,134,301 Lighthouse Shares representing approximately 37.0 per cent. of theissued share capital of the Enlarged Group. Alternatively, assuming all Scheme Shareholders, other than Allan Rosengren(save in respect of the SSAS Shares), elect for the Partial Cash Alternative andthe minimum number of New Lighthouse Shares is issued pursuant to the Merger andthe Scheme and no other Lighthouse Shares are issued in the period between thedate of this announcement and the Effective Date, Scheme Shareholders willreceive, in aggregate, approximately £4.4 million in cash and will hold, inaggregate, approximately 37,138,804 Lighthouse Shares representing approximately30.7 per cent. of the issued share capital of the Enlarged Group. Upon the Scheme becoming Effective: • the Scheme Shares will be cancelled and in their place newordinary shares in the capital of Sumus will be issued to Lighthouse; • Sumus will become a private limited company and a wholly-ownedsubsidiary of Lighthouse; • the New Lighthouse Shares and any cash due to each SchemeShareholder pursuant to the Scheme will be issued or paid to such SchemeShareholder within 14 days of the Effective Date; and • the New Lighthouse Shares will be issued credited as fullypaid, will not carry the right to receive Lighthouse's final dividend in respectof the year ended 31 December 2007 but will, in all other respects, rank paripassu with the Lighthouse Shares in issue at the time the New Lighthouse Sharesare issued pursuant to the Scheme, including the right to receive dividends andother distributions declared, made or paid by reference to a record date fallingafter the Effective Date. The New Lighthouse Shares will not in any event carrythe right to receive the intended special interim dividend referred to inparagraph 9 of this announcement. 3. Recommendation of the Merger The Sumus Directors, who have been so advised by Arbuthnot Securities, considerthe terms of the Merger and the Scheme to be fair and reasonable so far as theSumus Shareholders are concerned. In providing its advice to the SumusDirectors, Arbuthnot Securities has taken into account the commercialassessments of the Sumus Directors. Accordingly, the Sumus Board unanimously recommends that Sumus Shareholders votein favour of the Scheme at the Scheme Meeting and in favour of the SpecialResolution to be proposed at the Extraordinary General Meeting, as the SumusDirectors and certain persons connected with them have irrevocably undertaken todo in respect of all their beneficial and other interests in Sumus Sharesamounting to, in aggregate, 17,578,627 Sumus Shares, representing approximately58.83 per cent. of the existing issued share capital of Sumus. 4. Irrevocable Undertakings The Merger and implementation of the Scheme are conditional, inter alia, on therequisite majority of Scheme Shareholders approving the Scheme at the SchemeMeeting and the requisite majority of Sumus Shareholders passing the SpecialResolution at the Extraordinary General Meeting. Lighthouse has received irrevocable undertakings from each of the SumusDirectors and certain persons connected with them, who are together interestedin a total of 17,578,627 Sumus Shares, representing approximately 58.83 percent. of the existing issued share capital of Sumus, to vote (or procure thevote of) such Sumus Shares in favour of the Scheme and the Merger at the SchemeMeeting and the Extraordinary General Meeting, respectively. All suchirrevocable undertakings will remain binding even if a higher competing offer ismade for Sumus. Pursuant to his irrevocable undertaking given to Lighthouse, Allan Rosengren,Sumus' Group Chief Executive, has also undertaken not to elect to receive thePartial Cash Alternative, save in respect of the SSAS Shares (in respect ofwhich he has undertaken to elect for the Partial Cash Alternative). Pursuant tohis irrevocable undertaking given to Lighthouse, Julian Telling, Sumus' GroupOperations Director, has also undertaken to elect to receive the Partial CashAlternative, including in respect of the SSAS Shares. Lighthouse has also received irrevocable undertakings from certain other SumusShareholders, who are together interested in a total of 815,854 Scheme Shares,representing approximately 2.73 per cent. of the existing issued share capitalof Sumus, to vote (or procure the vote of) their Scheme Shares in favour of theMerger and the Scheme at the Scheme Meeting and the Extraordinary GeneralMeeting respectively. These irrevocable undertakings will also remain bindingeven if a higher competing offer is made for Sumus. Accordingly, Lighthouse has received irrevocable undertakings in respect of, inaggregate, 18,394,481 Scheme Shares, representing, in aggregate, approximately61.56 per cent. of Sumus' existing issued share capital to vote (or procure thevote) of their Sumus Shares in favour of the Merger and the Scheme at the SchemeMeeting and the Extraordinary General Meeting. Further details of these irrevocable undertakings to vote in favour of theMerger and the Scheme are set out in Appendix II to this announcement. 5. Background to the Merger Sumus was formed in 2000 as the holding company of Falcon, an independentfinancial advisory business and IFA network. Falcon had been founded in 1983 byAllan Rosengren and Julian Telling, Group Chief Executive and Group OperationsDirector respectively of Sumus. In 2004, Sumus launched Financial Synergies toact on behalf of IFAs who wished to access greater economies of scale whilecontinuing to be directly regulated by the FSA. Sumus' Ordinary Shares were admitted to trading on AIM in February 2005. At thesame time, Sumus raised £3 million, before expenses, through a placing of newordinary shares at 40 pence per share with institutional and other investors.Sumus' strategy, and the principal reason for its admission to AIM, was to growFalcon's business and to extend its geographic reach through a combination oforganic growth and the acquisition of, or stakes in, IFA businesses, as itconsidered that it was well positioned to act as a core around which to addother IFA businesses through direct part-ownership and co-venture structures. In September 2006, Sumus acquired FSAS, an IFA network group headquartered inDunfermline, Scotland, for a maximum consideration of £2 million, comprising acombination of new shares and cash. FSAS was and remains one of Scotland'sleading IFA networks with over 160 IFAs, approximately 60,000 clients andapproximately £700 million of assets under advice. This acquisition was thefirst by Sumus following its admission to AIM and increased the total number ofIFAs and mortgage advisers within the Sumus Group to over 300, the value ofassets under advice to approximately £2 billion and improved Sumus' nationalcoverage, particularly in Scotland and the North of England. Sumus' offering was expanded further in February 2007 with the launch by Falconof its proprietary asset management product, The Brunel Funds. This 'Fund ofFunds' asset management facility enabled Sumus to derive further margin andvalue from its existing offering of independent financial advice and associatedinvestment management services. In June 2007, Sumus acquired 50.1 per cent. of the issued share capital ofDeverill Black, a Bristol based IFA firm, for a total consideration of £0.75million, in a combination of cash and new shares. Deverill Black had been anAppointed Representative firm of Falcon since its incorporation in 2001. Theacquisition secured for the Sumus Group the above average level of fund basedrecurring income (from a highly selective fund management firm) and other incomeand fees generated by Deverill Black for the foreseeable future and alsoprovided the principal of Deverill Black, who remains committed to the continuedgrowth of the business, with access to capital. Both of the above acquisitions are considered by the Sumus Directors to beexcellent fits with the existing business of Sumus from a cultural and businessethics point of view and were immediately earnings enhancing. 6. Reasons for recommending the Merger Discussions with Lighthouse commenced on 2 January 2008 and have progressedquickly and positively. The Sumus Directors believe that the merger withLighthouse is a continuation of the Sumus Group's strategy to be activelyinvolved in the consolidation of the IFA and wealth management sectors and thatit offers the optimal way of maximising shareholder value whilst achieving anexcellent cultural fit for the Sumus business. The Sumus Directors believe thatthe Merger will create significant value for Sumus Shareholders by bringingtogether two companies with excellent strategic fit and complementary skills inthe IFA and wealth management sectors. The Sumus Directors believe that Sumus and Lighthouse are complementarybusinesses and that their merger will create the largest autonomous entity inthe market for the provision of independent financial advice and wealthmanagement and the distribution of retail financial products in the UK, with acombined pro-forma turnover of in excess of £80 million and approximately £13million of gross cash (which is considered to be an appropriate level of cashfor the ongoing requirements of the Enlarged Group). It will have no debt, otherthan pursuant to the trade facility, further details of which will be set out inthe Scheme Document. The Merger is expected to increase the proportion of theEnlarged Group's recurring revenues, thereby increasing margins and profits, andto spread central costs over a broader business base. The Enlarged Group will have enhanced strength and depth in its advisory,investment and business development teams and enhanced distributionopportunities. The merged entities are expected to have a combined pool ofassets under advice of an estimated £8 billion, providing further opportunitiesto develop funds under management and to increase the Enlarged Group's share ofproduct margins. Furthermore the Merger combines the second and third fastestgrowing IFA businesses in the UK (source: Professional Adviser Supplement:edition February 2008) and, in the opinion of the Sumus Directors, would fulfilla number of key objectives in terms of achieving meaningful size, scale andgeographic coverage, whilst further broadening the range of services offered toIFAs and clients. The Sumus Directors also believe that due to strategic benefits and itsstrengthened position in the market, the Enlarged Group will be better placed toexploit opportunities arising from matters such as regulatory change and otherdevelopments in the IFA and wealth management market. In addition, the increasedsize and scale of the Enlarged Group should strengthen its trading relationshipswith product manufacturers and asset managers. The Sumus Directors anticipatethat the Enlarged Group will have the size, scale and reputation to continue andaccelerate Sumus' successful growth strategy, both organically and byacquisition, and believe that this should facilitate the delivery of enhancedshareholder value in a shorter timescale than if Sumus were to remain as a standalone entity. The directors of Sumus and Lighthouse have undertaken a review of the EnlargedGroup's business which suggests that it should be possible to make significantsavings, of at least £1 million per annum, across the Enlarged Group and also toexploit revenue synergies following the Merger becoming Effective. It isanticipated that such cost savings will arise from the effects of the changes inthe composition of the Boards of Sumus and Lighthouse as described in paragraph13 below, along with certain other operational cost reductions. Achieving suchsavings will require the payment of one-off costs of approximately £850,000. Sumus has historically paid dividends in respect of each financial year wherejustified by reference to the distributable profits of Sumus for each of thoseyears. Lighthouse has historically not paid dividends, however the LighthouseBoard has recommended a maiden final dividend of 0.5p per Lighthouse Share,payable in respect of its financial year ended 31 December 2007 and intends todeclare a further special interim dividend as referred to in paragraph 9 below.It is the intention of the Enlarged Group to adopt a progressive dividend policyhaving regard to appropriate levels of dividend cover in terms of post taxprofits of the Enlarged Group and its plans for the future development of thecombined businesses. It is likely that future dividend payments will be made inor around November and May, respectively, in each year following publication ofthe interim and final results of the Enlarged Group. The Merger provides Sumus Shareholders with an opportunity to benefit frombecoming shareholders in the Enlarged Group. Sumus Shareholders may also, ifthey so wish, choose to accept the Partial Cash Alternative, and thereby realiseapproximately 50 per cent. of their investment in Sumus. 7. Financial effects of the Merger If the Scheme becomes Effective, the Enlarged Group will have, on a pro-formabasis, a strong balance sheet with net assets of approximately £22 million andaggregate gross cash balances of approximately £13 million (based on Sumus'audited final results for the year ended 30 September 2007 which were announcedon 22 January 2008 and Lighthouse's audited preliminary results for the yearended 31 December 2007 which were announced today). This is significantly inexcess of the Enlarged Group's regulatory capital requirements and will provideflexibility to finance both organic growth and growth by acquisition of theEnlarged Group. 8. Information on Sumus, including current trading Sumus, whose Ordinary Shares were admitted to trading on AIM in February 2005,is the holding company for IFA businesses providing investment and financialadvisory services and network support services to IFA firms. Its two maintrading businesses are Falcon, founded in 1983 by Allan Rosengren and JulianTelling, and FSAS, acquired in September 2006. Sumus also owns 85 per cent. ofFinancial Synergies, which provides access to negotiated services to otherdirectly authorised independent financial advisory firms, and 50.1 per cent ofDeverill Black, a Bristol based IFA firm, which Sumus acquired in June 2007. Sumus' audited final results for the 12 months ended 30 September 2007, whichwere announced on 22 January 2008, comprised revenue which increased by 96 percent. to £29.8 million (2006: £15.2 million), profit before tax which increasedby 76 per cent. to £1.5 million (2006: £0.9 million), earnings per share whichincreased by 64 per cent. to 3.55p (2006: 2.17p) and the Company declared atotal dividend of 1p per share, an increase of 47 per cent. from 2006. As at 30September 2007 Sumus had audited net assets of £5.6 million and its number ofadvisers had increased by 6 per cent. from 30 September 2006 to 335. At its Annual General Meeting held on 26 February 2008, Paul Bradshaw, Sumus'Chairman, stated that: "Progress so far in the current financial year is satisfactory, with tradingremaining at acceptable levels despite the challenging conditions beingexperienced in equity and investment markets. However, the Board remainsconfident of the Group's progress and looks forward to another successful yearin 2008." 9. Information on Lighthouse, including current trading Lighthouse was incorporated as a private limited company in July 2000 and wasre-registered as a public limited company in October 2000. Lighthouse's shareswere admitted to trading on AIM in October 2000. Its core activities comprisethe provision of services to IFAs and pension scheme administrators servicingand advising clients throughout the UK. The Lighthouse Group has a number ofoperating divisions, many of which are the result of acquisitions, beingLighthouseCarrwood, LighthouseTemple, LighthouseXpress, Lighthouse GroupBenefits and City Pensions Limited. Lighthouse today announced its audited preliminary results for the 12 monthsended 31 December 2007, which stated that revenue had increased by 12 per cent.to £52.9 million (2006: £47.2 million), profit before tax increased to £1.9million (2006: £0.7 million), basic earnings per share increased to 2.6p (2006:1.0p), and the Lighthouse Board recommended a maiden final dividend of 0.5p perLighthouse Share. As at 31 December 2007 Lighthouse had audited net assets of£14.1 million. Within the preliminary results, David Hickey, Executive Chairman of Lighthouse,made the following statement: "Growing profits, increasing the Group's cash balances and paying dividends, allremain areas of specific focus for your Board, as well as simultaneouslyimproving our offering to our advisers and their clients. It is satisfied thatthe prospects for the future remain sound, notwithstanding current stock marketvolatilities. One of the attractions of the IFA sector is that advisers tend toflex the mix of their advice to suit the cycle. In the meantime, and since the year end, the Group has continued to trade inline with the Board's expectations and accordingly the Board looks forward toreporting further significant progress for the full year." In addition to the maiden final dividend recommended for the year ended 31December 2007, the Lighthouse Board intends to declare a special interimdividend of 0.5p per Lighthouse Share which it is intended would be conditional,inter alia, on the Scheme becoming Effective. Further details of the mechanicsand timing of the intended special interim dividend will be set out in theScheme Document and in the circular relating to the Lighthouse General Meeting. 10. Shareholder Meetings and Court Hearings Before the Court can be asked to sanction the Scheme, the Scheme must beapproved by Scheme Shareholders at the Scheme Meeting and the Special Resolutionmust be passed by Sumus Shareholders at the Extraordinary General Meeting. (a) The Scheme Meeting The Scheme Meeting is expected to be convened for 11.00 a.m. on Monday, 14 April2008 at the offices of Burges Salmon LLP at Narrow Quay House, Narrow Quay,Bristol BS1 4AH for the purpose of considering and, if thought fit, approving(with or without modification) the Scheme. (b) The Extraordinary General Meeting The Extraordinary General Meeting is expected to be convened for 11.15 a.m. onMonday, 14 April 2008 (or as soon thereafter as the Scheme Meeting is concludedor adjourned) at the offices of Burges Salmon LLP at Narrow Quay House, NarrowQuay, Bristol BS1 4AH for the purpose of considering, if thought fit, passingthe Special Resolution which relates to: (i) the reorganisation of Sumus' share capital; (ii) the Capital Reduction and the issue of New Sumus Shares toLighthouse provided for in the Scheme; and (iii) certain amendments to the Articles in accordance with the Scheme. (c) The Share Capital Reorganisation The Scheme will include a reorganisation of Sumus' share capital whereby theScheme Shares will, in accordance with the terms of the Scheme, be reclassifiedinto A Shares and B Shares. The share capital reorganisation will take effectfrom the Reorganisation Record Time, from which point the A Shares will carrythe right to receive the New Lighthouse Shares and the B Shares will carry theright to receive the cash payable under the Partial Cash Alternative, in eachcase in accordance with the terms of the Scheme. Each A Share shall confer uponthe Holder thereof the right to receive 1.88 New Lighthouse Shares and each BShare shall confer upon the Holder thereof the right to receive 43.5 pence incash, subject to no fractions of New Lighthouse Shares being allotted and nofractions of pence being paid in respect of aggregate entitlements to NewLighthouse Shares and cash, respectively. Following the share capital reorganisation taking effect and upon the CapitalReduction becoming effective, the A Shares and the B Shares will be cancelledand Scheme Shareholders will be issued with New Lighthouse Shares and paid cashunder the Partial Cash Alternative in proportion to their holdings of A Sharesand B Shares respectively. No temporary documents of title will be issued toSumus Shareholders in respect of the A Shares or the B Shares. If, for anyreason, the Capital Reduction does not become effective within five BusinessDays of the Reorganisation Record Time, or such later time and date as Sumus andLighthouse may agree and the Court may allow, the share capital reorganisationdescribed above will be reversed and Scheme Shareholders will hold such numberof Ordinary Shares as they held immediately prior to the Reorganisation RecordTime. (d) The Court Hearings The Scheme also requires the sanction of the Court. The Court Hearing tosanction the Scheme is expected to be held on Wednesday, 30 April 2008. TheCourt Hearing to confirm the Capital Reduction is expected to be held onThursday, 1 May 2008. (e) Lighthouse Shareholder approval As a result of the New Lighthouse Shares to be allotted and issued by Lighthouseunder the terms of the Scheme, Lighthouse is required to seek the approval ofthe Lighthouse Shareholders to the requisite authorities and powers to issue andallot such New Lighthouse Shares at the Lighthouse General Meeting. The Merger is therefore conditional on, inter alia, the Lighthouse SchemeResolution being passed by the Lighthouse Shareholders at the Lighthouse GeneralMeeting, which is expected to be convened for 10.00 a.m. on 14 April 2008. The Lighthouse Directors have irrevocably undertaken to vote (or procure or usereasonable endeavours to procure the vote) in favour of the Lighthouse SchemeResolution to be proposed at the Lighthouse General Meeting in respect of alltheir beneficial holdings of, in aggregate, 2,147,684 Lighthouse Shares whichrepresent, in aggregate, approximately 2.56 per cent. of the existing issuedshare capital of Lighthouse. In addition, undertakings to vote (or procure the vote) in favour of theLighthouse Scheme Resolution to be proposed at the Lighthouse General Meetinghave been received from certain other Lighthouse Shareholders in respect of afurther 30,446,760 Lighthouse Shares representing approximately a further 36.37per cent. of the existing issued share capital of Lighthouse. Accordingly, Lighthouse has received irrevocable undertakings in respect of, inaggregate, 32,594,444 Lighthouse Shares, representing, in aggregate,approximately 38.93 per cent. of Lighthouse's existing issued share capital tovote (or procure or use reasonable endeavours to procure the vote) in favour ofthe Lighthouse Scheme Resolution to be proposed at the Lighthouse GeneralMeeting. Further details of these irrevocable undertakings to vote in favour of theLighthouse Scheme Resolution to be proposed at the Lighthouse General Meetingare set out in Appendix II to this announcement. (g) Conditions to the Scheme The Conditions to the Merger and the Scheme are set out in full in Appendix I tothis announcement. These include, inter alia: • the approval of the Scheme and the Special Resolution by therequisite majorities of Scheme Shareholders and of Sumus Shareholders at theScheme Meeting and the Extraordinary General Meeting respectively; • the approval of the Lighthouse Scheme Resolution by therequisite majority of Lighthouse Shareholders at the Lighthouse General Meeting; • the sanction of the Scheme by the Court and the confirmationof the Capital Reduction by the Court at the Court Hearings; • the approval by the FSA of the acquisition and/or increasein control of each of the regulated members of the Sumus Group and LighthouseGroup; • the FSA giving its approval to the use of a waiver underArticle 22 of the Capital Adequacy Directive in respect of the prudentialsupervision of the Enlarged Group; and • the Admission of the New Lighthouse Shares to be issued inconnection with the Merger and the Scheme. (h) Section 103 Valuation As at the close of business on 10 March 2008 (being the latest practicable dateprior this announcement), Lighthouse did not own or control any Sumus Shares. Itis intended that, prior to the Scheme Court Hearing, Lighthouse will acquire atleast one Sumus Share, which will mean that Lighthouse will be a member of Sumuson the Effective Date and, accordingly, there will be no requirement undersection 103 of the Companies Act 1985 for an independent valuation of the NewLighthouse Shares allotted to Sumus under the Scheme. 11. Financing of the Merger Full acceptance of the Partial Cash Alternative (other than by Allan Rosengrenwho has irrevocably undertaken not to elect to receive the Partial CashAlternative, other in respect of the SSAS Shares in relation to which he hasirrevocably undertaken to accept the Partial Cash Alternative) would result in amaximum cash consideration of approximately £4.4 million being payable byLighthouse to Sumus Shareholders to be financed from Lighthouse's existingresources, including the trade facility details of which will be set out in theScheme Document. Daniel Stewart is satisfied that sufficient resources are available toLighthouse to satisfy in full the cash consideration payable pursuant to theMerger and the Scheme. 12. Implementation Agreement and Inducement Fee Agreement (a) Implementation Agreement Sumus and Lighthouse have agreed the terms on which they will co-operate withregard to the implementation of the Merger and the Scheme and pursuant to whichSumus has undertaken to Lighthouse to implement the Scheme as a scheme ofarrangement under section 425 of the Companies Act 1985 involving a reduction ofcapital under section 135 of the Companies Act 1985. Sumus has undertaken to Lighthouse to convene the Scheme Meeting and theExtraordinary General Meeting and Lighthouse has undertaken to Sumus to convenethe Lighthouse General Meeting. Each of the parties has further undertaken tothe other to use all reasonable endeavours to achieve the satisfaction of theConditions which remain to be satisfied as soon as reasonably practicablefollowing publication of the Scheme Document. (b) Inducement Fee Agreement Sumus has agreed to pay Lighthouse a fee of £125,000 (inclusive of irrecoverableVAT) (being an amount equal to approximately one per cent. of the value of Sumuscalculated by reference to the terms of the Merger as at 10 March 2008, beingthe last Business Day prior to this announcement) in certain circumstances,including if Sumus Shareholders do not approve the Scheme at the Scheme Meetingor do not pass the Special Resolution to be proposed at the ExtraordinaryGeneral Meeting. Lighthouse has agreed to pay Sumus a fee of £190,000 (inclusive of irrecoverableVAT) (being an amount equal to approximately one per cent. of the value ofLighthouse calculated by reference to the Closing Price of a Lighthouse Share on10 March 2008, being the last Business Day prior to this announcement) incertain circumstances, including if the Lighthouse Shareholders do not pass theLighthouse Scheme Resolution to be proposed at the Lighthouse General Meeting. 13. Management and employees of Sumus The Lighthouse Board has given assurances to the Sumus Directors that, followingthe Merger becoming Effective, the existing contractual employment rights,including pension rights, of all employees of the Sumus Group will continue tobe safeguarded. The Lighthouse Board has also given assurances to the Sumus Directors that,following the Merger becoming Effective, it intends to give the management andemployees of the Sumus Group equivalent opportunities to participate in relevantshare option schemes operated by Lighthouse as the management and employees ofthe Lighthouse Group and that, following the Merger becoming Effective, itintends, subject to the terms and conditions of such share option schemes, togrant options thereunder to those managers and employees of the Sumus Group towhom the Sumus Board made formal commitments, whether legally binding or not,regarding the grant of options over Sumus Shares prior to this announcement. The Sumus Directors believe that the Enlarged Group's prospects for growthshould lead to increased employment opportunities. Accordingly, the SumusDirectors consider the Merger to be in the best interests of the management andemployees of the Sumus Group. On the Scheme becoming Effective, it is proposed that Allan Rosengren, Sumus'Group Chief Executive, Peter Smith, Sumus' Group Finance Director, and AndrewSnowball, one of Sumus' non-executive Directors and an executive director ofFSAS, will join the Lighthouse Board. It has also been agreed that JohnStevenson and Philip Whitehead, two of the Lighthouse Directors, will resignfrom the Lighthouse Board (in the case of John Stevenson, his resignation willtake effect on 3 May 2008 and in the case of Philip Whitehead his resignationwill take effect on the later of the Scheme becoming Effective and 3 May 2008).In view of the number of executive directors which will comprise the LighthouseBoard on the Scheme becoming Effective, Lighthouse proposes to seek theappointment of an additional non-executive director to the Lighthouse Board assoon as practicable following the Scheme becoming Effective. It is intended that each of Allan Rosengren, Peter Smith and Andrew Snowballwill enter into new terms of employment or engagement with Lighthouse followingthe Scheme becoming Effective. On the Scheme becoming Effective, Julian Telling,Sumus' Group Operations Director, will resign from his position as a directorof, and his employment with, the Company with compensation. In addition, PaulBradshaw, Sumus' non-executive Chairman, will resign as a director of theCompany and the agreement between his service company and the Company willterminate on the Scheme becoming Effective without compensation. 14. Disclosure of interests in Sumus As at 10 March 2008, the last Business Day prior to this announcement, save asdescribed in this announcement, none of Lighthouse (nor any of the LighthouseDirectors), nor, so far as Lighthouse is aware, any person acting in concertwith Lighthouse, owns or controls any Sumus Shares or any securities convertibleor exchangeable into Sumus Shares (including pursuant to any long economicexposure, whether conditional or absolute, to changes in the prices ofsecurities) or any rights to subscribe for or purchase the same, or holds anyoptions (including traded options) in respect of, or has any option to acquire,any Sumus Shares or has entered into any derivatives referenced to Sumus Shares("Relevant Sumus Securities") which remain outstanding, nor does any such personhold any short positions in relation to Relevant Sumus Securities (whetherconditional or absolute and whether in the money or otherwise) including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery, norhas any such person borrowed or lent any Relevant Sumus Securities nor does anysuch person have any arrangement in relation to Relevant Sumus Securities. An"arrangement" includes any indemnity or option arrangement, and any agreement orunderstanding, formal or informal, of whatever nature, relating to RelevantSumus Securities which may be an inducement to deal or refrain from dealing insuch securities. 15. Suspension of trading in, and cancellation of admission to trading, ofSumus' Shares on AIM and re-registration of Sumus Prior to the Scheme becoming Effective, application will be made by Sumus forthe suspension of trading in Sumus Shares and for the Sumus Shares to cease tobe admitted to trading on AIM. It is expected that dealings in Sumus Shares willbe suspended on 29 April 2008 and that Sumus Shares will cease to be admitted totrading on AIM on 6 May 2008. The last day of dealings in, and for registration of transfers of, Sumus Sharesis expected to be 29 April 2008, following which dealings in Sumus Shares willbe suspended on AIM. No transfers of Sumus Shares will be registered after thatdate. On the Effective Date, share certificates in respect of Sumus Shares will ceaseto be valid and should, if so requested by Sumus, be sent to Sumus forcancellation. In addition, entitlements to Sumus Shares held within the CRESTsystem will be cancelled on the Effective Date. As part of the Merger, it is intended that Sumus be re-registered as a privatelimited company in accordance with section 139 of the Companies Act 1985. 16. Admission to trading of, and dealings in, New Lighthouse Shares on AIM Prior to the Scheme becoming Effective, application will be made by Lighthousefor the New Lighthouse Shares to be admitted to trading on AIM. It is expectedthat such Admission will become effective, and that dealings in New LighthouseShares will commence, on 6 May 2008. 17. General The full terms and conditions of the Merger and the Scheme will be set out inthe Scheme Document and the Form of Election which will accompany it. Indeciding whether or not to vote in favour of the Scheme at the Scheme Meetingand the related Special Resolution to be proposed at the Extraordinary GeneralMeeting, Sumus Shareholders must rely solely on the terms and conditions of theMerger and the Scheme and the information contained, and the proceduresdescribed, in the Scheme Document, the Forms of Proxy and the Form of Election.Sumus Shareholders are advised to read carefully the Scheme Document, the Formsof Proxy and the Form of Election once these have been despatched. It isanticipated that the Scheme Document will be despatched to Sumus Shareholders assoon as practicable but in any event within 28 days of the date of thisannouncement. The Merger and the Scheme will be governed by English law and will be subject tothe applicable requirements of the Code, the Panel and the London StockExchange. Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom, should inform themselvesabout and observe any applicable requirements of those jurisdictions. Appendix I to this announcement contains the Conditions to and certain furtherterms of the Merger and the Scheme. Appendix II to this announcement containsdetails of the irrevocable undertakings to vote in favour of the Merger and theScheme and the irrevocable undertakings to vote in favour of the LighthouseScheme Resolution, Appendix III contains further details of the bases andsources of the financial information set out in this announcement and AppendixIV contains definitions of certain expressions used in this announcement. Alltimes referred to are London times unless otherwise stated. APPENDIX I Conditions to and certain further terms of the Merger The Merger will be conditional upon the Scheme becoming unconditional andeffective by the Long Stop Date or such later date as is agreed by Sumus andLighthouse and/or is imposed by the Court. PART A - Conditions to the Merger 1. The Scheme and the Merger are subject to the followingconditions: (a) its approval by a majority in number representing not less thanthree-fourths in value of the holders of Sumus Shares who are on the register ofmembers of the Company at the Voting Record Time, present and voting, whether inperson or by proxy, at the Scheme Meeting (or any adjournment(s) thereof); (b) the Special Resolution required to implement the Scheme beingpassed at the Extraordinary General Meeting (or any adjournment(s) thereof); (c) the sanction (with or without modification, but subject to suchmodification being acceptable to Sumus and Lighthouse) of the Scheme and theconfirmation of the Capital Reduction by the Court, office copies of the CourtOrders and of the Minute being delivered to the Registrar of Companies andregistration of the Reduction Court Order by the Registrar of Companies; (d) the Lighthouse Scheme Resolution being passed at the LighthouseGeneral Meeting (or any adjournment(s) thereof); (e) the FSA giving notice in writing under section 184(1) of FSMA, interms reasonably satisfactory to Lighthouse and Sumus, of its approval to theacquisition and/or increase in control (as defined in sections 179 and 180 ofFSMA) over those members of the Sumus Group and the Lighthouse Group in respectof which notices of the acquisition and/or increase of control were made by oron behalf of Sumus and Lighthouse to the FSA under section 182(1) of FSMA on oraround 19 February 2008, as such applications may have been amended from time totime thereafter, or the FSA being treated as having given its approval to suchmatters by virtue of section 184(2) of FSMA; and (f) the FSA giving its approval to the regulated members of the SumusGroup's and the Lighthouse Group's use of a waiver under Article 22 of theCapital Adequacy Directive in respect of the prudential supervision of theEnlarged Group in respect of which application for approval was made by or onbehalf of Sumus to the FSA on or around 7 February 2008. 2. Sumus and Lighthouse have agreed that, subject to the provisions ofparagraph 4 below, the Scheme and the Merger will also be conditional upon, and,accordingly, the necessary actions to give effect to the Scheme and the Mergerwill only be taken on, the satisfaction or waiver of the following Conditions: (a) the Admission of the New Lighthouse Shares to be issued in connectionwith the Merger to trading on AIM becoming effective in accordance with the AIMRules or, if Lighthouse and Sumus so determine and subject to the consent of thePanel, the London Stock Exchange agreeing to admit such shares to trading on AIMsubject only to (i) the allotment of such shares and/or (ii) the Merger becomingEffective; (b) except as (i) publicly announced by Sumus in accordance with the AIMRules prior to 11 March 2008, (ii) disclosed in the annual report and accountsof Sumus for the financial year ended 30 September 2007, or (iii) fairlydisclosed in writing by or on behalf of Sumus to Lighthouse or its advisersprior to 11 March 2008, there being no provision of any agreement, arrangement,licence, permit or other instrument to which any member of the wider Sumus Groupis a party or by or to which any such member or any of its assets may be bound,entitled or subject, which in consequence of the Merger or the proposedacquisition of any shares or other securities in Sumus by the Lighthouse Groupor because of a change in the control or management of Sumus or otherwise, couldreasonably be expected to result (in each case to an extent which is material inthe context of the wider Sumus Group as a whole) in: (i) any moneys borrowed by or any other indebtedness (actual orcontingent) of, or grant available to any member of the wider Sumus Group, beingor becoming repayable or capable of being declared repayable immediately orearlier than their or its stated maturity date or repayment date or the abilityof any such member to borrow moneys or incur any indebtedness being withdrawn orinhibited or being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit or instrumentor the rights, liabilities, obligations or interests of any member of the widerSumus Group thereunder being terminated or adversely modified or affected or anyobligation or liability arising or any adverse action being taken thereunder; (iii) any assets or interests of any member of the wider Sumus Groupbeing or falling to be disposed of or charged or ceasing to be available to suchmember or any right arising under which any such asset or interest could berequired to be disposed of or charged otherwise than in the ordinary course ofbusiness; (iv) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any member of the wider Sumus Group; (v) the rights, liabilities, obligations or interests of any member ofthe wider Sumus Group in, or the business of any such member with, any person,firm or body (or any arrangement or arrangements relating to any such interestor business) being terminated, adversely modified or affected; (vi) the value of any member of the wider Sumus Group or its financialor trading position or prospects being materially prejudiced or materiallyadversely affected; (vii) any member of the wider Sumus Group ceasing to be able to carry onbusiness under any name under which it presently does so; or (viii) the creation of any liability, actual or contingent, by any memberof the wider Sumus Group, and no event having occurred which, under any provision of any agreement,arrangement, licence, permit or other instrument to which any member of thewider Sumus Group is a party or by or to which any such member or any of itsassets may be bound, entitled or subject, would result in or could reasonably beexpected to result in any of the events or circumstances as are referred to insub-paragraphs (i) to (viii) of this paragraph 2(b) (in each case to an extentwhich is material in the context of the wider Sumus Group as a whole); (c) no government or governmental, quasi-governmental, supranational,statutory, regulatory, environmental or investigative body, court, trade agency,association, institution or any other body or person whatsoever in anyjurisdiction (each a "Third Party") having decided to take, institute, implementor threaten any action, proceeding, suit, investigation, enquiry or reference,or enacted or made any statute, regulation, decision or order, or having takenany other steps which would or could reasonably be expected to (in each case toan extent which is material in the context of the wider Sumus Group as a whole): (i) require, prevent or delay the divestiture, or alter the terms envisagedfor any proposed divestiture by any member of the wider Lighthouse Group or anymember of the wider Sumus Group of all or any portion of their respectivebusinesses, assets or property or impose any limitation on the ability of any ofthem to conduct their respective businesses (or any of them) or to own any oftheir respective assets or properties or any material part thereof; (ii) require, prevent or delay the divestiture by any member of thewider Lighthouse Group of any shares or other securities in Sumus; (iii) impose any limitation on, or result in a delay in, the ability ofany member of the wider Lighthouse Group directly or indirectly to acquire or tohold or to exercise effectively any rights of ownership in respect of shares orloans or securities convertible into shares or any other securities (or theequivalent) in any member of the wider Sumus Group or the wider Lighthouse Groupor to exercise management control over any such member; (iv) impose any limitation on the ability of any member of the widerSumus Group or the wider Lighthouse Group to integrate or co-ordinate thebusiness of any member of the wider Lighthouse Group, or any part of it, withthat member of the wider Sumus Group and/or any other member of the widerLighthouse Group; (v) otherwise adversely affect the business, assets or profits of anymember of the wider Lighthouse Group or of any member of the wider Sumus Group; (vi) make the Merger or the Scheme or their implementation or theacquisition or proposed acquisition by Lighthouse or any member of the widerLighthouse Group of any shares or other securities in, or control of, Sumusvoid, illegal, and/or unenforceable under the laws of any jurisdiction, orotherwise, directly or indirectly, restrain, restrict, prohibit, delay orotherwise interfere with the same, or impose additional conditions orobligations with respect thereto, or otherwise challenge or interfere therewith; (vii) require any member of the wider Lighthouse Group or the wider SumusGroup to offer to acquire any shares or other securities or interest in anymember of the wider Sumus Group or the wider Lighthouse Group owned by any thirdparty; (viii) result in any member of the wider Sumus Group ceasing to be able tocarry on business under any name under which it presently does so; and all applicable waiting and other time periods during which any such ThirdParty could institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference or any other step under the laws of anyjurisdiction in respect of the Merger or the acquisition or proposed acquisitionof any Sumus Shares having expired, lapsed or been terminated; (d) all necessary filings or applications having been made in connectionwith the Merger and the Scheme and all statutory or regulatory obligations inany jurisdiction having been complied with in connection with the Merger and theScheme or the acquisition by any member of the wider Lighthouse Group of anyshares or other securities in, or control of, Sumus and all authorisations,orders, grants, consents, licences, confirmations, clearances, permissions andapprovals (collectively "Consents") reasonably deemed necessary by Lighthousefor or in respect of, the Merger and the Scheme or the proposed acquisition ofany shares or other securities in, or control of, Sumus by any member of thewider Lighthouse Group having been obtained in terms and in a form reasonablysatisfactory to Lighthouse from all appropriate Third Parties or persons withwhom any member of the wider Sumus Group has entered into contractualarrangements in each case where the absence of such Consent would have amaterial adverse effect on the wider Sumus Group taken as a whole and all suchConsents together with all material Consents reasonably necessary to carry onthe business of any member of the wider Sumus Group which is material remainingin full force and effect and all filings necessary for such purpose having beenmade and there being no notice or intimation of any intention to revoke or notto renew any of the same at the time at which the Merger and the Schemeotherwise become Effective and all necessary statutory or regulatory obligationsin any jurisdiction having been complied with in all material respects; (e) except as (i) publicly announced by Sumus in accordance with the AIMRules prior to 11 March 2008, (ii) disclosed in the annual report and accountsof Sumus for the financial year ended 30 September 2007, or (iii) fairlydisclosed in writing by or on behalf of Sumus to Lighthouse or its advisersprior to 11 March 2008, no member of the wider Sumus Group having, since 30September 2007: (i) save as between Sumus and wholly-owned subsidiaries of Sumus, issued,authorised or proposed the issue of additional shares of any class; (ii) save as between Sumus and wholly-owned subsidiaries of Sumus,issued or agreed to issue, authorised or proposed the issue of securitiesconvertible or exchangeable into shares of any class or rights, warrants oroptions to subscribe for, or acquire, any shares or such convertible securities; (iii) other than to another member of the Sumus Group, recommended,declared, paid or made or proposed to recommend, declare, pay or make anydividend or other distribution whether payable in cash or otherwise; (iv) save for intra-Sumus Group transactions, merged or demerged withany body corporate or acquired or disposed of or transferred, mortgaged orcharged or created any security interest over any assets or any right, title orinterest in any asset (including shares and trade investments) or authorised orproposed or announced any intention to propose any merger, demerger,acquisition, disposal, transfer, mortgage, charge or security interest, in eachcase, other than in the ordinary course of business and to an extent which ismaterial in the context of the Sumus Group taken as a whole; (v) save for intra-Sumus Group transactions, made or authorised orproposed or announced an intention to propose any change in its loan capital orissued, authorised or proposed the issue of any debentures; (vi) save for intra-Sumus Group transactions and save in the ordinarycourse of business, incurred or increased any indebtedness or become subject toany guarantee or contingent liability; (vii) save for intra-Sumus Group transactions, purchased, redeemed orrepaid or announced any proposal to purchase, redeem or repay any of its ownshares or other securities or reduced or, save in respect of the reorganisationof Sumus' share capital in connection with the Scheme, made any other change toits share capital; (viii) entered into, implemented, authorised, proposed or announced itsintention to implement, any reconstruction, amalgamation, scheme, commitment orother transaction or arrangement otherwise than in the ordinary course ofbusiness and otherwise than in respect of this Scheme which in each case ismaterial in the context of the Sumus Group taken as a whole; (ix) entered into or varied or authorised, proposed or announced itsintention to enter into or vary any contract, transaction or commitment (whetherin respect of capital expenditure or otherwise) which is of a long term, onerousor unusual nature or magnitude or which is or could be reasonably likely to bematerially restrictive on the businesses of the wider Sumus Group taken as awhole or the wider Lighthouse Group taken as a whole or which involves or couldinvolve an obligation of such a nature or magnitude, and in each such case is orwould be reasonably likely to be material in the context of the Sumus Grouptaken as a whole; (x) other than in respect of Mr. Julian Telling's Compromise Agreement,entered into or varied or authorised, proposed or announced its intention toenter into or vary any contract with any of the Sumus Directors, and in eachsuch case is or would be reasonably likely to be material in the context of theSumus Group taken as a whole; (xi) other than in respect of a member which is dormant and was solventat the relevant time, taken or proposed any corporate action or had any legalproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution or reorganisation or for the appointment of a receiver,administrative receiver, administrator, trustee or similar officer of all or anyof its assets or revenues or any analogous proceedings in any jurisdiction orhad any such person appointed which in each case is material in the context ofthe Sumus Group taken as a whole; (xii) entered into any contract, transaction or arrangement which would bematerially restrictive on the business of any member of the wider Sumus Group orthe wider Lighthouse Group or which is or could reasonably be likely to involveobligations which would be so restrictive; (xiii) been unable or admitted that it is unable to pay its debts or havingstopped or suspended (or threatened to stop or suspend) payment of its debtsgenerally or ceased (or threatened to cease) carrying on the whole or asubstantial part of its business or entered into or proposed any composition orvoluntary arrangement with its creditors (or any class of them) or filed atcourt any documentation in order to obtain a moratorium prior to any suchvoluntary arrangement or, by reason of actual or anticipated financialdifficulties, commenced negotiations with one or more of its creditors with aview to rescheduling any of its indebtedness; (xiv) made, or announced any proposal to make, any material change oraddition to any retirement, death or disability benefit or any other employmentrelated benefit of or in respect of any of its directors, employees, formerdirectors or former employees; (xv) made any amendment to its memorandum or articles of association, savein respect of the amendments to Sumus' articles of association in connectionwith the Scheme; (xvi) waived or compromised any claim, or authorised any such waiver orcompromise, otherwise than in the ordinary course of business which in each caseis material in the context of the Sumus Group as a whole; or (xvii) entered into any contract, commitment, arrangement or agreementotherwise than in the ordinary course of business or passed any resolution ormade any offer (which remains open for acceptance) with respect to or announcedany intention to, effect any of the transactions, matters or events referred toin this condition 2(e), and, for the purposes of paragraphs (iii), (iv), (v), (vi) and (vii) of thiscondition 2(e), the term "Sumus Group" shall mean Sumus and its wholly-ownedsubsidiaries; (f) except as (i) publicly announced by Sumus in accordance with the AIMRules prior to 11 March 2008, (ii) disclosed in the annual report and accountsof Sumus for the financial year ended 30 September 2007, or (iii) as fairlydisclosed in writing by or on behalf of Sumus to Lighthouse or its advisersprior to 11 March 2008, since 30 September 2007: (i) no material adverse change or material deterioration having occurred inthe business, assets, financial or trading position, profits or prospects of theSumus Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the wider Sumus Group is or may become aparty (whether as a claimant, defendant or otherwise) and no investigation byany Third Party against or in respect of any member of the wider Sumus Grouphaving been instituted, announced or threatened in writing by or against orremaining outstanding in respect of any member of the wider Sumus Group which inany such case would have or could reasonably be expected to have a materialadverse effect on the Sumus Group taken as a whole; (iii) no contingent or other liability having arisen which would have orcould reasonably be expected to have a material adverse effect on the SumusGroup taken as a whole; (iv) no steps having been taken which are reasonably likely to result in thewithdrawal, cancellation, termination or modification of any licence held by anymember of the wider Sumus Group which is necessary for the proper carrying on ofits business and the absence of which in any case would have or could reasonablybe expected to have a material adverse effect on the Sumus Group taken as awhole; (g) except as (i) publicly announced by Sumus in accordance with the AIMRules prior to 11 March 2008, (ii) disclosed in the annual report and accountsof Sumus for the financial year ended 30 September 2007, or (iii) fairlydisclosed in writing by or on behalf of Sumus to Lighthouse or its advisersprior to 11 March 2008, Lighthouse not having discovered: (i) that any financial, business or other information concerning thewider Sumus Group as contained in the information publicly disclosed at any timeby or on behalf of any member of the wider Sumus Group is materially misleading,contains a material misrepresentation of fact or omits to state a fact necessaryto make that information not materially misleading and which was notsubsequently corrected before 11 March 2008 by public disclosure; or (ii) that any member of the wider Sumus Group is subject to anyliability (contingent or otherwise) which is material in the context of theSumus Group taken as a whole. 3. For the purposes of these conditions, the "wider Sumus Group" meansSumus and its subsidiary undertakings, associated undertakings and any otherundertaking in which Sumus and/or such undertakings (aggregating theirinterests) have a significant interest and the "wider Lighthouse Group" meansLighthouse and its subsidiary undertakings, associated undertakings and anyother undertaking in which Lighthouse and/or such undertakings (aggregatingtheir interests) have a significant interest, and for these purposes "subsidiaryundertaking", "associated undertaking" and "undertaking" have the meanings givenby the Companies Act 1985, other than paragraph 20(1)(b) of Schedule 4A to thatAct which shall be excluded for this purpose, and "significant interest" means adirect or indirect interest in ten per cent. or more of the equity share capital(as defined in that Act). 4. Subject to the requirements of the Panel, Lighthouse reservesthe right to waive, in whole or in part, all or any of the above conditions,except conditions 1 and 2(a). PART B - Certain further terms of the Merger 1. The Merger and the Scheme will be governed by English law andwill be subject to the jurisdiction of the English courts and to the terms andConditions set out in the Scheme Document and the Form of Election. 2. The New Lighthouse Shares, which will be issued in connectionwith the Merger, have not been, and will not be, registered under the USSecurities Act or under the securities law of any state, district or otherjurisdiction of the United States, Australia, Canada or Japan and no regulatoryclearance in respect of the New Lighthouse Shares has been, or will be, appliedfor in any jurisdiction other than the United Kingdom. The New Lighthouse Sharesmay not be offered or sold in the United States absent registration under the USSecurities Act or an exemption from registration. It is expected that the NewLighthouse Shares will be issued in reliance upon the exemption from theregistration requirements of the US Securities Act provided by Section 3(a)(10)thereof. 3. Lighthouse may, if Lighthouse and Sumus so agree, implement the Mergerby way of a takeover offer for the entire issued and to be issued share capitalof Sumus, as defined in Chapter 3 of Part 28 of the Companies Act 2006. In suchevent, the Merger will be implemented on the same terms (subject to appropriateamendments including (without limitation) an acceptance condition set at 90 percent. (or such lower percentage as Lighthouse and Sumus may, subject to theconsent of the Panel, agree) of the shares to which the Merger relates (or suchother percentage as may be required by the Panel) and subject to theavailability of an exemption from registration for the New Lighthouse Sharesunder the US Securities Act, so far as applicable, as those which would apply toimplementation of the Merger by means of the Scheme. APPENDIX II Irrevocable Undertakings Name of Sumus Shareholder giving irrevocable undertaking to vote Number of Sumus Shares in respect of which(or procure the vote) in favour of the Merger and the Scheme undertakings given Allan Rosengren 9,880,000Julian Telling 7,238,200Paul Bradshaw 50,000Peter Smith 62,500Andrew Snowball 327,927Clarinda Snowball 20,000Alistair MacKay 337,176Linda MacKay 70,751Alan Pinkerton 407,927Total 18,394,481 Name of Lighthouse Shareholder giving irrevocable undertaking to Number of Lighthouse Shares in respect ofvote (or procure or use reasonable endeavours to procure the which undertakings givenvote) in favour of the Lighthouse Resolutions David Hickey* 378,750Malcolm Streatfield 70,834Paivi Grigg 8,333John Stevenson 1,354,934Philip Whitehead 44,833Richard Last 290,000Liverpool Victoria Financial Advice Services Limited 8,353,706Nautilus Trustees Limited (as trustees of the Lighthouse 8,125,000Independent Financial Advisers Limited Remuneration Trust)Friends Provident Life and Pensions Limited 7,497,466Arthur Lancaster and Boston Trust Company Limited 6,470,588Total 32,594,444 * undertaking to use reasonable endeavours to procure the vote in favour of theLighthouse Resolutions. APPENDIX III Sources of information and bases of calculations 1. Unless otherwise stated: (a) financial information relating to Sumus has been extracted or providedwithout material adjustment from the audited annual report and accounts forSumus for the three years ended 30 September 2005, 30 September 2006 and 30September 2007; and (b) financial information relating to Lighthouse has been extracted orprovided without material adjustment from the audited annual report and accountsfor Lighthouse for the two years ended 31 December 2005 and 31 December 2006 andfrom the audited preliminary results of Lighthouse for the year ended 31December 2007 which were announced today. 2. As at the close of business on 10 March 2008 (being the latestpracticable date prior to this announcement), Sumus had in issue 29,879,367Ordinary Shares. 3. As at the close of business on 10 March 2008 (being the latestpracticable date prior to this announcement), Lighthouse had in issue 83,718,751Lighthouse Shares. 4. The Basic Consideration pursuant to the Merger values each Sumus Shareat 42.3 pence and the existing issued share capital of Sumus at approximately£12.6 million. 5. The Basic Consideration pursuant to the Merger is calculated: (a) by reference to a price of 22.5 pence per Lighthouse Share (the ClosingPrice of a Lighthouse Share on 10 March 2008, being the latest practicable dateprior to this announcement); and (b) on the basis of 29,879,367 Ordinary Shares in issue in the share capitalof Sumus (at the close of business on 10 March 2008, being the latestpracticable date prior to this announcement). 6. The maximum and minimum numbers of New Lighthouse Shares to be issuedpursuant to Basic Consideration, and the maximum amount of cash to be paidpursuant to the Partial Cash Alternative, is calculated on the basis of theissued ordinary share capital of Sumus referred to in paragraph 2 above. 7. The expected operational cost savings have been calculated on the basisof the existing cost and operating structures of the Lighthouse Group and theSumus Group, respectively. These statements of estimated cost savings and oneoff costs for achieving them relate to future actions and circumstances which,by their nature, involve risks, uncertainties and other factors. Because ofthis, the cost savings referred to may not be achieved, or those achieved couldbe materially different from those estimated. This statement is not intended tobe a profit forecast and should not be interpreted to mean that the earnings pershare in 2008, 2009 or in any subsequent financial period, would necessarilymatch or be greater than those for the relevant preceding financial period. 8. Unless otherwise stated, all prices quoted for Lighthouse Shares orOrdinary Shares are closing middle market prices and are derived from the AIMAppendix to the Daily Official List of the London Stock Exchange. APPENDIX IV Definitions The following definitions apply throughout this announcement unless the contextotherwise requires: "A Shares" the A ordinary shares of 0.5 pence each in the capital of Sumus arising out of the reclassification of the Scheme Shares; "Admission" admission to trading on AIM in accordance with the AIM Rules or, if Sumus and Lighthouse so determine and subject to the consent of the Panel, the London Stock Exchange agreeing to admit such shares to trading on AIM subject only to (i) the allotment of such shares and/ or (ii) the Merger becoming Effective; "AIM" the market of that name operated and regulated by the London Stock Exchange; "AIM Rules" the AIM Rules for Companies whose shares are admitted to trading on AIM published by the London Stock Exchange; "Arbuthnot Securities" Arbuthnot Securities Limited; "Articles" the articles of association of the Company; "Australia" the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof; "B Shares" the B ordinary shares of 0.5 pence each in the capital of Sumus arising out of the reclassification of the Scheme Shares; "Basic Consideration" the entitlement of a Scheme Shareholder to receive New Lighthouse Shares in respect of his entire holding of Scheme Shares; "Business Day" any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday; "Canada" Canada, its territories and possessions and all areas subject to its jurisdiction and any political subdivision thereof; "Capital Adequacy Directive" the Capital Adequacy Directive (93/6/EEC), as amended, promulgated by the European Union; "Capital Reduction" the proposed reduction of the capital of Sumus pursuant to the Scheme; "City Code" or "Code" the City Code on Takeovers and Mergers; "Closing Price" the closing middle market price of a share as derived from AIM; "Companies Act 1985" the Companies Act 1985, as amended or re-enacted and for the time being in force; "Companies Act 2006" the Companies Act 2006, as amended or re-enacted and for the time being in force; "Conditions" the conditions to the implementation of the Merger (including the Scheme) set out in Appendix I to this announcement and "Condition" means any one of them; "Court" the High Court of Justice in England and Wales; "Court Hearings" each of the Scheme Court Hearing and the Reduction Court Hearing; "Court Order" or "Court Orders" the Scheme Court Order and/or the Reduction Court Order; "Daniel Stewart" Daniel Stewart & Company plc; "Deverill Black" Deverill Black & Company Limited, a private limited company incorporated in England & Wales under registered number 04158413; "Effective" in the context of the Merger, Part II of the Scheme having become effective in accordance with its terms; "Effective Date" the date on which the Merger becomes Effective; "Enlarged Group" the Lighthouse Group, including the Sumus Group, following the Effective Date; "Excluded Shares" any Ordinary Shares registered in the name of any member of the Lighthouse Group; "Extraordinary General Meeting" or the extraordinary general meeting of the Sumus Shareholders (and any"EGM" adjournment(s) thereof) to be convened in connection with the Merger and the Scheme; "Falcon" The Falcon Group plc, a public limited company incorporated in England & Wales under registered number 01869421; "Financial Services Authority" or "FSA" the Financial Services Authority, being the statutory body responsible for the regulation of the financial services industry, including IFAs; "Financial Synergies" Financial Synergies plc, a public limited company incorporated in England and Wales under registered number 04118876; "Form of Election" the GREEN form of election under which Scheme Shareholders can elect to receive the Partial Cash Alternative, which will accompany the Scheme Document; "Forms of Proxy" as the context requires, the relevant form of proxy for use at the Scheme Meeting or at the Extraordinary General Meeting, which will accompany the Scheme Document; "FSAS" Financial Services Advice and Support Limited, a private limited company incorporated in Scotland under registered number SC219202; "FSMA" the Financial Services and Markets Act 2000, as amended or re-enacted and for the time being in force; "Holder" a registered holder of shares, including any person(s) entitled by transmission; "IFA" an independent financial adviser, being a person in relation to whom the FSA has given its approval under section 59 of FSMA to advise clients in relation to financial products across the entire market; "Implementation Agreement" the agreement dated 10 March 2008, entered into by Sumus and Lighthouse in relation to the implementation of the Merger, including the Scheme; "Inducement Fee Agreement" the agreement dated 10 March 2008 entered into by Sumus and Lighthouse in relation to the inducement fee arrangements relating to the Merger; "Japan" Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof; "Lighthouse" Lighthouse Group plc, a public limited company incorporated in England and Wales with registered number 4042743; "Lighthouse Board" the board of Lighthouse Directors; "Lighthouse Circular" the circular to be sent by Lighthouse to Lighthouse Shareholders explaining the Merger and including a notice convening the Lighthouse General Meeting; "Lighthouse Directors" the directors of Lighthouse and any one of them as the context may require; "Lighthouse General Meeting" the extraordinary general meeting of Lighthouse (and any adjournment (s) thereof) to be convened to consider and, if thought fit, approve, inter alia, the resolutions to issue the New Lighthouse Shares pursuant to the Merger and matters related thereto; "Lighthouse Group" Lighthouse and its subsidiaries and subsidiary undertakings from time to time, or any of them, as the context requires; "Lighthouse Resolutions" the resolutions to be proposed at the Lighthouse General Meeting, including the Lighthouse Scheme Resolution; "Lighthouse Scheme Resolution" resolution number 1 set out in the notice convening the Lighthouse General Meeting to be set out in the Lighthouse Circular, being an ordinary resolution of Lighthouse to increase Lighthouse's authorised share capital and to grant the Lighthouse Directors authority to allot the New Lighthouse Shares; "Lighthouse Shareholders" Holders of Lighthouse Shares; "Lighthouse Shares" ordinary shares of 1 pence each in the capital of Lighthouse; "London Stock Exchange" London Stock Exchange Plc, together with any successor thereto; "Long Stop Date" the date which is 150 days after the date of the Scheme Document; "Meetings" the Scheme Meeting and the Extraordinary General Meeting; "Merger" the proposed acquisition by Lighthouse of the entire issued and to be issued share capital of Sumus; "Minute" the minute approved by the Court showing the information required by Section 138 of the Companies Act 1985 with respect to Sumus' share capital as altered by the Reduction Court Order; "New Sumus Shares" the ordinary shares of 0.5 pence each in the capital of Sumus to be created and issued fully paid to Lighthouse pursuant to the Scheme; "New Lighthouse Shares" the Lighthouse Shares proposed to be issued credited as fully paid to the Scheme Shareholders pursuant to the Scheme and ranking pari passu with the Lighthouse Shares in issue at the time the New Lighthouse Shares are issued pursuant to the Merger, save as set out in this announcement; "Offer Period" the period commencing on 11 March 2008, being the date of this announcement and ending on the Effective Date or the lapse or withdrawal of the Scheme; "Ordinary Shares" ordinary shares of 0.5 pence each in the capital of Sumus; "Panel" the Panel on Takeovers and Mergers; "Partial Cash Alternative" the facility under which a Scheme Shareholder may elect to receive cash in respect of such whole number of his Scheme Shares as represents 50 per cent. of his total holding of Scheme Shares, rounded down to the nearest whole number of Scheme Shares, immediately prior to the Reorganisation Record Time; "pounds", "£", and "pence" the lawful currency of the United Kingdom; "Reduction Court Hearing" the hearing by the Court of the application to confirm the Capital Reduction; "Reduction Court Order" the order of the Court confirming the Capital Reduction; "Registrars" Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS13 8AE; "Registrar of Companies" the Registrar of Companies of England and Wales; "Reorganisation Record Time" 6.00 p.m. on the day of the Scheme Court Hearing at which the Scheme Court Order is granted; "Restricted Jurisdiction" any jurisdiction in which the making or the publication of this announcement would contravene the laws of such jurisdiction; "SSAS Shares" 500,000 Sumus Shares which are held by Allan Rosengren, Julian Telling and Brunel Trustees Limited as trustees of a pension scheme, the sole beneficiaries of which are Allan Rosengren, Julian Telling and their next of kin; "Scheme" the proposed scheme of arrangement under section 425 of the Companies Act 1985 between the Company and the Scheme Shareholders; "Scheme Court Hearing" the hearing by the Court of the claim form to sanction the Scheme; "Scheme Court Order" the order of the Court sanctioning the Scheme; "Scheme Document" the formal document to be sent to Sumus Shareholders which will contain the full terms and conditions of the Scheme; "Scheme Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act 1985 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) (and any adjournment thereof); "Scheme Shareholders" a Holders of Scheme Shares; "Scheme Shares" the Sumus Shares: (i) in issue at the date of the Scheme; (ii) issued after the date of the Scheme but before the Voting Record Time; and (iii) issued at or after the Voting Record Time and before the Reorganisation Record Time on terms that the original or any subsequent Holders shall be, or shall have agreed in writing by such time to be, bound by the Scheme, but excluding the Excluded Shares; "Special Resolution" the special resolution to be proposed by Sumus at the EGM in connection with approving the Sumus share capital reorganisation, the Capital Reduction, amendments to be made to the Articles and other matters connected with the Scheme; "Sumus" or "Company" Sumus Plc, a public limited company incorporated in England and Wales under registered number 4127940; "Sumus Board" the board of Sumus Directors; "Sumus Directors" the directors of Sumus and any one of them as the context may require; "Sumus Group" the Company, its subsidiaries, any holding company of the Company (intermediate or otherwise) and their subsidiary undertakings from time to time, or any of them, as the context requires; "Sumus Shareholders" Holders of Sumus Shares; "Sumus Shares" (i) prior to the Reorganisation Record Time, Ordinary Shares; and (ii) after the Reorganisation Record Time, Ordinary Shares, A Shares and B Shares; "United Kingdom" or "UK" United Kingdom of Great Britain and Northern Ireland; "United States" or "US" the United States of America (including the states of the United States and the District of Columbia), its possessions and territories and all other areas subject to its jurisdiction;"US Securities Act" the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder; and "Voting Record Time" the time fixed by the Court and Sumus for determining the entitlement of Scheme Shareholders to vote at, respectively, the Scheme Meeting and the Extraordinary General Meeting as set out in the notices thereof. All references to legislation in this announcement are to English legislationunless the contrary is indicated. Any reference to any provision of anylegislation shall include any amendment, modification, re-enactment or extensionthereof. Words importing the singular shall include the plural and vice versa, and wordsimporting the masculine gender shall include the feminine or neutral gender. For the purpose of this announcement, "subsidiary", "subsidiary undertaking","undertaking" and "associated undertaking" have the meanings given by theCompanies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule4A of the Companies Act 1985). This information is provided by RNS The company news service from the London Stock Exchange
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