Lighthouse Regulatory News (LGT)

18 Mar 2008 12:02

Sumus plc18 March 2008 18 March 2008 Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction Merger of Lighthouse Group plc and Sumus Plc Update on irrevocable undertakings On 11 March 2008 Sumus announced that the boards of Sumus and Lighthouse hadagreed the terms of a merger between Sumus and Lighthouse whereby Lighthousewould acquire, for shares and cash, the entire issued and to be issued sharecapital of Sumus. Sumus now announces that Lighthouse has received additional irrevocableundertakings from certain other Sumus Shareholders who are together interestedin a total of 2,342,278 Sumus Shares, representing approximately 7.84 per cent.of the existing issued share capital of Sumus, to vote (or procure the vote of)such Sumus Shares in favour of the Scheme and the Merger at the Scheme Meetingand the Extraordinary General Meeting, respectively. All such irrevocableundertakings will remain binding even if a higher competing offer is made forSumus. A summary of these irrevocable undertakings is set out below. Name of Sumus Shareholder giving Number of Sumus Shares inirrevocable undertaking to vote (or respect of which undertakingsprocure the vote) in favour of the givenMerger and the Scheme Martin Telling 1,012,500Steve Hancy 811,000Iain Black 518,778 Total 2,342,278 As announced on 11 March 2008, Lighthouse had already received irrevocableundertakings from the Sumus Directors and certain other Sumus Shareholders inrespect of, in aggregate, 18,394,481 Sumus Shares, representing, in aggregate,approximately 61.56 per cent. of Sumus' existing issued share capital to vote(or procure the vote) of such Sumus Shares in favour of the Merger and theScheme at the Scheme Meeting and the Extraordinary General Meeting,respectively. These irrevocable undertakings will also remain binding even if ahigher competing offer is made for Sumus. Accordingly, Lighthouse has now received irrevocable undertakings in respect of,in aggregate, 20,736,759 Scheme Shares, representing, in aggregate,approximately 69.40 per cent. of Sumus' existing issued share capital to vote(or procure the vote) of such Sumus Shares in favour of the Scheme and theMerger at the Scheme Meeting and the Extraordinary General Meeting,respectively. This announcement is made in accordance with Rule 8 of the City Code. References to "Sumus' existing issued share capital for the purposes of rule2.10 of the City Code" are based on the announcement made by Sumus on 11 March2008 which stated that "for the purposes of rule 2.10 of the City Code onTakeovers and Mergers there are 29,879,367 ordinary shares in issue". Terms herein have the same meaning as in the Rule 2.5 announcement dated 11March 2008, save where the context otherwise requires. The Sumus Directors accept responsibility for the information contained in thisannouncement, except for the information. To the best of the knowledge andbelief of the Sumus Directors (who have taken all reasonable care to ensure thatsuch is the case) the information contained in this announcement for which theyare responsible is in accordance with the facts and does not omit anythinglikely to affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange