Sophos Group Regulatory News (SOPH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

13 February 2020

RECOMMENDED CASH ACQUISITION

of

SOPHOS GROUP plc

by

SURF BUYER LIMITED

(a newly formed company owned by FUNDS MANAGED aND/OR ADVISED BY THOMA BRAVO, LLC) to be effected by means of a Scheme of Arrangement underPart 26 of the Companies Act 2006

SATISFACTION / WAIVER OF CONDITIONS, SCHEME TIMETABLE AND UPDATE TO ELECTION RETURN TIME

On 14 October 2019, the boards of Sophos Group PLC ("Sophos") and Surf Buyer Limited, a newly formed company owned by funds managed and/or advised by Thoma Bravo, LLC ("Bidco") announced the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of Sophos (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was posted to Sophos Shareholders on 8 November 2019.

On 3 December 2019, Sophos announced that the Scheme and the Acquisition had been approved by Sophos Shareholders at the Court Meeting and the General Meeting, respectively.

The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including the receipt of certain anti-trust and regulatory approvals. Thoma Bravo, LLC and Bidco are pleased to confirm that all of the Conditions relating to anti-trust and regulatory approvals have now been satisfied or (where capable of waiver) waived.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.

Next steps and Court Sanction Hearing

The Scheme remains subject to certain other conditions, including sanction by the Court at the Scheme Court Hearing (expected to take place on 25 February 2020) and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the Scheme receiving the sanction of the Court, the delivery of a copy of the Court Order to the Registrar of Companies, and the satisfaction (or, where applicable, the waiver) of the other Conditions set out in Part III of the Scheme Document, the Scheme is expected to become effective on 27 February 2020.

The expected timetable of principal events for the implementation of the Scheme is set out below. If any change to the key dates and/or times set out in the timetable are made, Sophos and Bidco will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Sophos' website at https://investors.sophos.com.

Currency Election

As set out in the Scheme Document, a Currency Conversion Facility has been made available to Sophos Shareholders pursuant to which Sophos Shareholders may elect (subject to the terms and conditions of the facility) to receive the Cash Consideration in GBP at the Average Market Exchange Rate obtained by Bidco through one or more market transactions over one or more Business Days following the Scheme Record Time and prior to the relevant payment date. As set out in Part IX (Notes for Making Currency Elections) of the Scheme Document, for technical reasons, it is not possible for Sophos Shareholders to make a Currency Election through CREST under the Currency Conversion Facility until the date of the Court Hearing is known.

The deadline for making a Currency Election (referred to in the Scheme Document as the Election Return Time) is 1.00 p.m. (London time) on 25 February 2020 (or, in the case that the Court Hearing is postponed, 1.00 p.m. on the day of the new Court Hearing). Unless a valid Currency Election is received by this time, Sophos Shareholders will receive their Cash Consideration under the Scheme in USD.

Any changes to the deadline for making a Currency Election will be announced by Sophos through a Regulatory Information Service.

Sophos Shareholders who wish to make a Currency Election should read Part IX of the Scheme Document which contains further details on making a Currency Election.

Elections by Sophos Shareholders holding Sophos Shares in uncertificated form (that is, in CREST)

From the date of this announcement until 1.00 p.m. on 25 February 2020 (the day of the Court Hearing), each Sophos Shareholder who holds Sophos Shares in uncertificated form can make a Currency Election by making a relevant TTE Instruction through CREST by following the instructions set out in Part IX of the Scheme Document.

Each Sophos Shareholder who holds Sophos Shares in uncertificated form at the Scheme Record Time and does not make a valid Currency Election must ensure that an active USD Cash Memorandum Account is in place in CREST by no later than the Scheme Record Time. In the absence of a USD Cash Memorandum Account, the payment of the Cash Consideration will not settle, resulting in a delay and the settlement of the Cash Consideration outside of CREST.

Elections by Sophos Shareholders holding Sophos Shares in certificated form

Each Sophos Shareholder who holds Sophos Shares in certificated form can make a Currency Election by completing and signing the red Form of Election which was sent to such Sophos Shareholders on 8 November 2019 with a copy (or a notification of availability) of the Scheme Document. Sophos Shareholders should follow the instructions printed on the Form of Election and set out in Part IX of the Scheme Document when completing and signing the Form of Election. The completed and signed Form of Election should be returned to Link Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by the Election Return Time.

Please note that, unless the Court Hearing is postponed to a later date, the latest time for Link Asset Services to receive a Form of Election will be 1.00 p.m. on 25 February 2020. You should allow sufficient time for posting for your Form of Election to be received.

Effective Date and Timetable

The expected timetable of principal events for the implementation of the Scheme is set out below. If any change to the key dates and/or times set out in the timetable are made, Sophos and Bidco will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Sophos' website at https://investors.sophos.com.

Enquiries:

Important notices

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Goldman Sachs & Co. LLC (together, "Goldman Sachs") are acting exclusively for Bidco and Thoma Bravo as financial advisers and no one else in connection with the Acquisition, this announcement or any matter referred to herein and will not be responsible to anyone other than Bidco and Thoma Bravo for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the Acquisition, this announcement or any matter referred to herein. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with the Acquisition, this announcement, any matter referred to herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Sophos and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Sophos for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Sophos and no one else in connection with the Acquisition and will not be responsible to anyone other than Sophos for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or any other matter referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Acquisition, any statement contained herein or otherwise.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting exclusively as financial adviser to Sophos and no one else for the purpose of the Acquisition and will not be responsible to anyone other than Sophos for providing the protections offered to clients of UBS nor for providing advice in relation to the Acquisition or any transaction, arrangement or other matter referred to herein.

In accordance with the Takeover Code, Goldman Sachs International, J.P. Morgan Cazenove and UBS and their respective affiliates will continue to act as exempt principal trader in Sophos securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Sophos in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which contains the full terms and conditions of the Acquisition. Each Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Sophos Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. It is the responsibility of any person outside the United Kingdom into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.

The receipt of cash pursuant to the Acquisition by a US holder of Sophos Shares as consideration for the transfer of its Sophos Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each US holder of Sophos Shares is strongly advised to consult an appropriately qualified independent professional tax adviser immediately with respect to the tax consequences of the Scheme.

Overseas shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.

Publication on a website

This announcement will be made available on the Sophos website at https://investors.sophos.com promptly and in any event by no later than 12:00 p.m. on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.