On 19 July 2021, Sumo Group plc (LON:SUMO) and Tencent Holdings Limited announced a recommended cash offer for Sumo through Tencent’s indirect wholly-owned subsidiary, Sixjoy Hong Kong Limited, under Rule 2.7 of the Code (the Acquisition), to be implemented by way of a scheme of arrangement. On 16 August 2021, Sumo announced that the circular relating to the Scheme had been posted or made available to Sumo Shareholders.
On 10 September 2021, Sumo announced that the resolutions proposed at the Court Meeting and General Meeting were duly passed by the requisite majorities.
On 29 October 2021, Sumo announced that the Committee on Foreign Investment in the United States (CFIUS) was undertaking an investigation of the Acquisition.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document, unless the context requires otherwise. All references in this announcement to times are to London time unless otherwise stated.
Update on antitrust and foreign direct investment approvals and clearances
Sumo and Tencent Bidco are pleased to announce that, on 13 December 2021 (Eastern Standard Time), CFIUS confirmed that it has concluded all action with respect to the Acquisition subject to the implementation of certain arrangements designed to mitigate the risks to the national security of the United States that CFIUS has determined arise as a result of the Acquisition.
Therefore, the Condition to which the Acquisition is subject under paragraph 3 (d) of Part 1 of Part Three of the Scheme Document has been satisfied.
As at the date of this announcement, no mandatory notification requirement has arisen under the UK National Security and Investment Act 2021. If this is still the case immediately prior to the Scheme Sanction Hearing, the Condition at paragraph 3(c) of Part 1 of Part Three of the Scheme Document to which the Acquisition is subject will be waived by Tencent Bidco.
The parties are therefore pleased to now be taking steps to move towards completing the Acquisition.
Court Hearing Date
Completion of the Acquisition remains subject to the satisfaction or (where applicable) waiver of the other Conditions set out in Part Three of the Scheme Document, including the Court’s sanction of the Scheme at the Scheme Sanction Hearing and the delivery of a copy of the Scheme Court Order to the Registrar of Companies thereafter.
The Scheme Sanction Hearing has been booked to be held on 13 January 2022. A further announcement will be made by Sumo on 13 January 2022 to provide an update on the outcome of the Scheme Sanction Hearing.
The expected timetable of principal events is set out below. The Scheme is expected to become Effective on 17 January 2022.
|Event||Expected time and/or date|
|Scheme Sanction Hearing||13 January 2022|
|Last day of dealings in, and for registration of transfers of,|
and disablement of CREST for, Sumo Shares
|14 January 2022|
|Scheme Record Time||6.00 p.m. on 14 January 2022|
|Suspension of dealings in Sumo Shares||7.30 a.m. on 17 January 2022|
|Effective Date of the Scheme(1)||17 January 2022|
|Cancellation of admission to trading of Sumo Shares on AIM(2)||8.00 a.m. on 18 January 2022|
|Despatch of cheques and crediting of CREST for Consideration due under the Scheme||By 31 January 2022|
|Long Stop Date||11.59 p.m. on 19 April 2022(3)|
(1) The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.
(2) Sumo has made an application to the London Stock Exchange for the cancellation of the admission to trading of Sumo Shares on AIM, which is expected to take effect at 8.00 a.m. on 18 January 2022.
(3) This is the latest date by which the Scheme may become Effective unless Tencent Bidco and Sumo agree (and if required, the Panel and the Court approve) a later date.
The above dates and times given are indicative only and are based on Sumo’s current expectations and may be subject to change (including as a result of changes to Court times). If any of the expected times and/or dates above do change, the revised times and/or dates will be notified to Sumo Shareholders by announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on Sumo’s website at www.sumogroupplc.com/investors-centre/ and Tencent’s website at https://www.tencent.com/en-us/investors.html.