Sumo Group Plc Sixjoy Hong Kong Limited
Total Page：16
File Type：pdf, Size：1020Kb
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART TWO (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT AND DETAILS OF A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION TO TRADING OF SUMO SHARES ON THE ALTERNATIVE INVESTMENT MARKET OF THE LONDON STOCK EXCHANGE. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the UK, or from another appropriately authorised independent financial adviser, if you are taking advice in a territory outside the UK. If you have sold or otherwise transferred all of your Sumo Shares, please send this document (but not any personalised accompanying documents) and any reply-paid envelope at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred part only of your holding of Sumo Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Sumo Shares in certificated form, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Link Group on the relevant telephone number set out below to obtain personalised Forms of Proxy. The distribution of this document in or into jurisdictions other than the UK may be restricted by the laws or regulations of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus. Recommended cash acquisition of Sumo Group plc by Sixjoy Hong Kong Limited (an indirect subsidiary of Tencent Holdings Limited) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 This document, together with the accompanying Forms of Proxy, should be read as a whole. Your attention is drawn to the letter from the Chair of Sumo in Part One (Letter from the Chair of Sumo) of this document, which contains the unanimous recommendation of the Sumo Directors that you vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. A letter from Goldman Sachs and Zeus Capital explaining the Scheme appears in Part Two (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act. Notices of the Court Meeting and the General Meeting of Sumo, each of which will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, on 10 September 2021, are set out on pages 77 to 87 of this document. The Court Meeting will start at 11.00 a.m. on that date and the General Meeting at 11.15 a.m. or as soon thereafter as the Court Meeting is concluded or adjourned. Action to be taken by Sumo Shareholders is set out on pages 8 to 12 of this document. Sumo Shareholders are asked to complete and return the enclosed blue and yellow Forms of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by the Company’s registrars, Link Group, no later than 48 hours before the relevant meeting (or adjourned meeting, where applicable), excluding any part of a day that is not a business day. Sumo Shareholders who hold Sumo Shares in CREST may also appoint a proxy through the CREST electronic proxy appointment service by following the instructions set out on pages 9 and 10 of this document. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be completed and handed to the Chair (if attending in person) at any time before the start of the Court Meeting. However, in the case of the General Meeting, if the yellow Form of Proxy is not lodged by the relevant time, and in accordance with the instructions on the yellow Form of Proxy, it will be invalid. The Sumo Board continues closely to monitor the coronavirus pandemic and our priority at this time remains the health, safety and wellbeing of all of our stakeholders. As part of its monitoring, the Sumo Board has noted, in particular, the easing of public health restrictions across England in line with the government’s “COVID-19 Response – Spring 2021” roadmap published in February 2021. Based on that roadmap and associated guidance, it is currently anticipated that attendance in person at the Court Meeting and the General Meeting will not be unlawful. It is therefore intended that sufficient of the Directors to form a quorum will be present in person at the General Meeting, observing any relevant social distancing guidelines in place on the date of the General Meeting. In light of ongoing uncertainty as to any additional and/or alternative public health measures that may be put in place by the UK Government, and in order to protect the health and safety of the Company’s shareholders and directors while also maximising attendance, Sumo Shareholders will be able to attend and participate in the Court Meeting and the General Meeting remotely via the Virtual Meeting Platform or attend the Court Meeting and the General Meeting physically in person. The Sumo Board will continue to monitor the situation and any changes to the arrangements for the General Meeting or the Court Meeting will be communicated to Sumo Shareholders before the Court Meeting, including through our website www.sumogroupplc.com/investors-centre/ and by announcement through a Regulatory Information Service. Scheme Shareholders and Sumo Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, depending on government guidance nearer the date of the relevant meetings he or she may be strongly encouraged not to attend the relevant meeting in person, but instead to attend, submit written questions (and, in the case of the Court Meeting only, submit any written objections) and vote at the relevant meeting remotely through the Virtual Meeting Platform, further details of which are set out below. If you have any questions about this document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy, please call the shareholder helpline at Link Group on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Certain terms used in this document are defined in Part Seven (Definitions) of this document. Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Sumo and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Sumo for providing the protections afforded to clients of Goldman Sachs, or for giving advice in connection with the matters referred to in this document. Zeus Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser for Sumo and no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the matters in this document and will not be responsible to anyone other than Sumo for providing the protections afforded to clients of Zeus, nor for providing advice in relation to any matter referred to herein. Investec Bank plc, which is authorised by the PRA and regulated by the FCA and the PRA, is acting for Sumo and for no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Sumo for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this document. Morgan Stanley, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Tencent and Tencent Bidco and no one else in connection with the matters set out in this document and will not be responsible to any person other than Tencent and Tencent Bidco for providing the protections afforded to clients of Morgan Stanley, nor for providing advice in relation to the content of this document or any matter referred to herein.