Lighthouse Regulatory News (LGT)

6 May 2008 08:15

Lighthouse Group PLC06 May 2008 6 May 2008 Not for release, publication or distribution, in whole or in part, in, into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws or regulations of such jurisdiction. Merger of Sumus Plc ("Sumus") and Lighthouse Group plc ("Lighthouse") Scheme Effective Issue of Equity Directorate Changes The Scheme The Lighthouse Board announces that the Scheme, in relation to the recommendedMerger of Sumus and Lighthouse, as set out in the scheme document dated 20 March2008 (the "Scheme Document"), has today become Effective. The listing of Sumus Shares on AIM has been cancelled as well as the trading ofSumus Shares on the AIM market of London Stock Exchange plc and Sumus has beenre-registered as a private company. The New Lighthouse Shares have been admittedto trading on the AIM market of London Stock Exchange plc with effect from 8.00am this morning. The consideration of New Lighthouse Shares and, whereappropriate, cash will be dispatched by Lighthouse to Sumus shareholders on orbefore 20 May 2008. Terms defined in the Scheme Document have the same meanings in this announcement. Issue of Equity Application has been made for 43,960,446 New Lighthouse Shares to be admitted totrading on the AIM market of London Stock Exchange plc and dealings are expectedto commence on 6 May 2008. The New Lighthouse Shares will rank pari passu withexisting Lighthouse Shares in issue. As a result, Lighthouse's issued share capital comprises 127,679,197 ordinaryshares of par value 1 pence each. All of these ordinary shares carry votingrights. The above figure may be used by Lighthouse Shareholders as thedenominator for the calculations by which they will determine if they arerequired to notify their interest in, or change to their interest in, Lighthouseunder the FSA's Disclosure and Transparency Rules. Directorate changes As stated in the Scheme Document, Lighthouse is also pleased to confirm theappointment of the following to the Lighthouse Board. Allan Rosengren, formerly Chief Executive of Sumus, joins the Lighthouse Boardas Joint Chief Executive, and will share this role with Malcolm Streatfield.Allan will focus on the Enlarged Group's move to funds under advice andadministration, as well as taking responsibility for the Group's SIPP business,City Trustees, while Malcolm will be responsible for the operational side of thebusiness, including the integration of the Enlarged Group. Peter Smith, formerly Finance Director of Sumus, has been appointed to theLighthouse Board as Finance Director of the enlarged Group. Paivi Grigg remainsan Executive Director, and now takes responsibility for IT. Andrew Snowball, formerly a Non-Executive Director of Sumus, has also beenappointed to the Lighthouse Board as Executive Director. As agreed at the time of the Merger Announcement, John Stevenson has now steppeddown from his position as Executive Director of Lighthouse with effect from 3May 2008, and Philip Whitehead has also resigned from his role of Non-ExecutiveDirector of Lighthouse with effect from today. The Lighthouse Board welcomes the new directors and expresses its thanks for theconsiderable contribution made by both John Stevenson and Philip Whitehead. As the Scheme has now become Effective, the Lighthouse Board has accordinglydeclared the Special Interim Dividend of 0.5 pence per Lighthouse Share, asannounced on 11 March 2008. As stated in the Scheme Document, the NewLighthouse Shares do not carry the right to participate in the Special InterimDividend. The Lighthouse Board intends to pay this Special Interim Dividend on 9May 2008. David Hickey, Chairman of the Enlarged Group, commented: "We are pleased toformalise the new Board of the merged entity. We have a strong and cohesiveteam and I am confident that, with the merged team, we will be able to realisethe considerable potential of the Group." Information on new directors Allan Rosengren (aged 49), Joint Chief Executive Current appointments:Sumus LimitedFalcon Group PlcFinancial Synergies PlcFinancial Services Advice and Support LtdCapitecs ltdInstrument Flight Training Previous appointments:Business Link West LtdBristol Chamber of Commerce & Initiative Peter Smith (aged 48), Finance Director Current appointments:Sumus LimitedFalcon Group PlcFinancial Services Advice and Support LtdFinancial Synergies PlcDeverill Black & Company LtdSMS Advisory LtdJG Advisory Ltd Andrew Snowball (aged 55), Executive Director Current appointments:Sumus LimitedFinancial Services Advice and Support Ltd Previous appointments:Mortgage Solutions Scotland LtdFinancial Services Support Ltd There is no further information to disclose pursuant to paragraph (g) ofSchedule 2 of the AIM Rules. Director/PDMR Shareholdings: Name: No. of Lighthouse Shares Percentage of issued share capital of Lighthouse Allan Rosengren* 17,587,400 13.8% Peter Smith 117,500 0.1% Andrew Snowball 425,679 0.3% * In addition, Allan Rosengren is interested in 517,000 Lighthouse Sharesthrough his Self Invested Personal Pension Plan as at 6 May 2008 and AllanRosengren and Julian Telling, a former director of Sumus are the solebeneficiaries of the Falcon Retirement Benefits Scheme which holds 470,000Lighthouse Shares as at 6 May 2008. Enquiries Lighthouse Group plc 020 7065 5640David Hickey, Executive ChairmanMalcolm Streatfield, Joint Chief Executive Officer Daniel Stewart & Company plc 020 7776 6550Lindsay Mair/Stewart Dick Abchurch Communications 020 7398 7700Heather Salmond/Gareth Mead 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. The Lighthouse Directors accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the LighthouseDirectors (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. This information is provided by RNS The company news service from the London Stock Exchange