Lighthouse Regulatory News (LGT)

14 Apr 2008 15:50

Sumus plc14 April 2008 14 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 the relevant laws or regulations of such jurisdiction. Merger of Sumus Plc and Lighthouse Group plc Results of Scheme Meeting and Extraordinary General Meeting 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 whereby Lighthouse would acquire, for shares and cash, the entire issued and to be issued share capital of Sumus, such Merger to be effected by means of a schemeof arrangement under section 425 of the Companies Act 1985 involving a reduction of capital under section 135 of the Companies Act 1985 (the "Scheme"). On 20 March 2008, Sumus sent a Scheme Document to Sumus Shareholders containing,among other things, the terms of the Scheme, notices convening the requisite Sumus Shareholder meetings and details of the action to be taken by Sumus Shareholders. The Board of Sumus is pleased to announce that at the Scheme Meeting held earlier today to approve the proposed Scheme between Sumus and the Scheme Shareholders, the resolution approving the Scheme was passed by the requisite majority on a poll. The voting of those Sumus Shareholders who cast votes either in person or by proxy at the Scheme Meeting is set out below: No.of Scheme % of Scheme No. of % of % of issued Shareholders Shareholders Scheme Scheme Scheme present and present and Shares Shares Shares voting voting voted votedFOR 64 98.46 22,331,006 99.96 74.73 AGAINST 1 1.54 7,895 0.04 0.03 The Board of Sumus is also pleased to announce that, at the Extraordinary General Meeting also held earlier today, to consider and if thought fit pass the Special Resolution to effect amongst other things: (i) the reorganisation of Sumus' share capital;(ii) the Capital Reduction and the issue of New Sumus Shares to Lighthouse provided for in the Scheme; and(iii) certain amendments to the Articles in accordance with the Scheme, the Special Resolution was duly passed by the requisite majority on a show of hands. The proxy votes lodged in respect of the Special Resolution is set out below: Shares for % of Shares against % of vote Shares marked % of vote(including vote as withhelddiscretionary) 21,278,457 99.95 9,755 0.05 0 0.00 These details will shortly be displayed on Sumus' website at www.sumus.co.uk. The implementation of the Scheme and completion of the Merger remain subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions as set out in Appendix I to the Scheme Document, including the Court sanctioning the Scheme, which is expected to take place on 30 April 2008, and the Court confirming the associated Capital Reduction, which is expected to take place on 1 May 2008. The Scheme and the Merger are expected to become Effective on 6 May 2008. The last day of dealings in, and registration of transfers of, Sumus Shares is expected to be 29 April 2008, following which dealings in Sumus Shares will be suspended on AIM. If the Scheme and the Merger become Effective, Sumus Shares will cease to be admitted to trading on AIM on 6 May 2008. Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement. Allan Rosengren, CEO of Sumus, commented "We are delighted to have received the overwhelming support from the Sumus Shareholders for the Merger and are now looking forward to this being concludedon 6th May." 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 020 7776 6550Lighthouse)Lindsay Mair/Stewart Dick Abchurch Communications (Financial PR adviser to 020 7398 7700Lighthouse)Heather 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 to clients 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 one else 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 any other 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 an offer 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 purpose of complying with English law and the Code and the information disclosed may not be 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, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction 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 the knowledge and belief of the Lighthouse 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. This information is provided by RNS The company news service from the London Stock Exchange