Lighthouse Regulatory News (LGT)

20 Mar 2008 11:20

Sumus plc20 March 2008 20 March 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Merger of Lighthouse Group plc and Sumus Plc Posting of Scheme Document and Lighthouse Circular and FSA approval On 11 March 2008, the boards of Sumus Plc ("Sumus") and Lighthouse Group plc("Lighthouse") announced that they had agreed the terms of a merger betweenSumus and Lighthouse whereby Lighthouse would acquire, for shares and cash, theentire issued and to be issued share capital of Sumus, to be effected by way ofa scheme of arrangement under section 425 of the Companies Act 1985 involving areduction of capital under section 135 of the Companies Act 1985. The Schemerequires the approval of the Scheme Shareholders and the sanction of the Court. The board of Sumus is pleased to announce that the Scheme Document, which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement of the Scheme as required by section 426 of the Companies Act 1985, together with an explanation of the action to be taken by Sumus Shareholders, is being posted to Sumus Shareholders today. Notices convening the Scheme Meeting and the Extraordinary General Meeting to be held at the offices of Burges Salmon LLP at Narrow Quay House, Narrow Quay, Bristol BS1 4AH on Monday, 14 April 2008 at 11.00 a.m. and 11.15 a.m. (or as soon thereafter as the Scheme Meeting is concluded or adjourned), respectively, are contained in the Scheme Document. Subject to the satisfaction or waiver of the conditions to the Scheme, it is currently expected that the Scheme will become Effective on 6 May 2008. If any of the expected dates in the timetable to implement the Scheme change, Sumus will give notice of the change by issuing an announcement through a Regulatory Information Service. A copy of the Scheme Document will be available for inspection during normal business hours on any Business Day at the offices of Burges Salmon LLP at Chancery Exchange, 10 Furnival Street, London EC4A 1AB and at the offices of DLA Piper UK LLP at 3 Noble Street, London EC2V 7EE. Pursuant to AIM Rule 20 and AIM Rule 26, the Scheme Document will also be available on the Sumus website at www.sumus.co.uk. The Merger and the implementation of the Scheme are conditional, amongst otherthings, on Lighthouse Shareholders passing the Lighthouse Scheme Resolution. The board of Lighthouse is pleased to announce that the Lighthouse Circularincluding a notice convening the Lighthouse General Meeting to be held at 26Throgmorton Street, London, EC2N 2AN at 10.00 a.m. on 14 April 2008 is beingposted to Lighthouse Shareholders today. Pursuant to AIM Rule 20 and AIM Rule26, a copy of the Lighthouse Circular will be available on the Lighthousewebsite at www.lighthousegroup.plc.uk. The boards of Sumus and Lighthouse are also pleased to announce that they have received written notice from the Financial Services Authority of the approval of the acquisition and/or increase in control of each of the regulated members of the Sumus Group and Lighthouse Group. As a consequence, one of the conditions to the Scheme as set out in Appendix I to the Scheme Document has been satisfied. Unless the context otherwise requires, terms defined in the announcement dated 11 March 2008 have the same meaning in this announcement. Enquiries Lighthouse Group plc 020 7065 5640David Hickey, Executive Chairman www.lighthousegroup.plc.ukMalcolm Streatfield, Chief Executive Officer Sumus Plc 0117 933 0777Allan Rosengren, Group Chief Executive www.sumus.co.ukPeter Smith, Group Finance Director Daniel Stewart & Company plc 020 7776 6550Lindsay Mair/Stewart Dick www.danielstewart.co.uk Arbuthnot Securities 020 7012 2000(Financial adviser to Sumus) Tom Griffiths/Alasdair Younie Abchurch Communications (Financial PR adviser to 020 7398 7700Lighthouse) 020 7398 7704Heather Salmond 020 7398 7710Gareth Mead 020 7398 7709Joanne Shears www.abchurch-group.com Winningtons Financial (Financial PR adviser 0117 920 0092to Sumus) www.winningtons.co.ukTom Cooper/Paul Vann 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 an offer 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 do notintend to update or correct these forward-looking statements, except as requiredpursuant 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 will be 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 in issue, 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 is in 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. This information is provided by RNS The company news service from the London Stock Exchange