Lighthouse Regulatory News (LGT)

30 Apr 2008 15:28

Sumus plc30 April 2008 30 April 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 therelevant laws or regulations of such jurisdiction. Merger of Sumus Plc and Lighthouse Group plc Court Order Sanctioning Scheme of Arrangement The board of Sumus Plc is pleased to announce that the Court has today made an order sanctioning the Scheme of Arrangement to effect the recommended shares and cash merger of Sumus and Lighthouse. Accordingly, it is expected that the Scheme will proceed. In order for the Scheme to become effective in accordance with its terms, the Court must nowconfirm the Capital Reduction at the Reduction Court Hearing, which is due to take place on 1 May 2008. The Scheme and the Merger are expected to becomeeffective on 6 May 2008 and it is expected that the listing of Sumus Plc Shareswill be cancelled and will cease to be admitted to trading on AIM at or about 8.00 a.m. on 6 May 2008. Following the Scheme becoming effective, despatch of cheques in respect of cashconsideration or settlement of cash consideration and New Lighthouse Shares through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New Lighthouse Shares (as appropriate) will take place no later than 20 May 2008. Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement. Enquiries Sumus Plc 0117 933 0777Allan Rosengren, Group Chief ExecutivePeter Smith, Group Finance Director Arbuthnot Securities (Financial adviser to Sumus) 020 7012 2000Tom Griffiths/Alasdair Younie Winningtons Financial (Financial PR adviser to Sumus) 0117 920 0092Tom Cooper/Paul Vann Lighthouse Group plc 020 7065 5640David Hickey, Executive ChairmanMalcolm Streatfield, Chief Executive Officer Daniel Stewart & Company plc (Financial adviser to Lighthouse) 020 7776 6550Lindsay Mair/Stewart Dick Abchurch Communications (Financial PR adviser to Lighthouse) 020 7398 7700Heather Salmond/Gareth Mead Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Sumus and is acting for no one else in connection with the Merger and will not be responsible to anyone other than Sumus for providing the protections afforded toclients of Arbuthnot Securities Limited or for providing advice in relation to the Merger or any other matter referred to herein. Daniel Stewart & Company plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Lighthouse and no oneelse in connection with the Merger and will not be responsible to anyone other than Lighthouse for providing the protections afforded to clients of Daniel Stewart & 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 an invitation 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 be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposeof complying with English law and the Code and the information disclosed may notbe the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, 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 of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internetor other forms of electronic communication) of interstate or foreign commerce of, 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. The Sumus Directors accept responsibility for the information contained in this announcement, except for the information for which responsibility is taken by the Lighthouse Directors. To the best of the knowledge and belief of the Sumus Directors (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 the import of such information. The Lighthouse Directors accept responsibility for the information contained in this announcement relating to each member of the Lighthouse Group, the directors of each member of the Lighthouse Group and the members of their immediate families, 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 this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 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