Sophos : Scheme of arrangement

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Sophos Group Plc - SOPH Scheme of arrangement Released 09:10 02-Mar-2020

RNS Number : 6606E

Sophos Group Plc

02 March 2020

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

2 March 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 under
Part 26 of the Companies Act 2006

SOPHOS GROUP PLC SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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 25 February 2020, Sophos announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Scheme Court Hearing held on 25 February 2020 and announced an updated timetable on 27 February 2020.

Sophos and Bidco are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of Sophos is now owned by Bidco.

A Scheme Shareholder on the register of members of Sophos at the Scheme Record Time, being 8.00 p.m. (London time) on 28 February 2020, will be entitled to receive $7.40 in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

Sophos Shareholders who have made a valid Currency Election will receive their Cash Consideration in Sterling at the Average Market Exchange Rate obtained by Bidco through one or more market transactions over the coming one or more Business Days. It is expected that Bidco will issue an announcement setting out the Average Market Exchange Rate once such market transactions have taken place. Sophos Shareholders who have not made a valid Currency Election will receive their Cash Consideration in USD.

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Sophos Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Sophos Shares on the London Stock Exchange's main market for listed securities, which is expected to take place at 8:00 a.m. (London time) on 3 March 2020.

As the Scheme has now become effective, Sophos duly announces that, as of today's date, Stuart Fillingham and Alison Kennedy have been appointed to the Sophos Board and Peter Gyenes, Sandra Bergeron, Roy Mackenzie, Charles Medlock, Vinodka Murria and Paul Walker have tendered their resignations and have stepped down from the Sophos Board.

Full details of the Acquisition are set out in the Scheme Document published on 8 November 2019.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

Sophos Group plc Kris Hagerman, Chief Executive Officer Derek Brown, Vice President Investor Relations	Tel: [phone]
Tulchan Communications (financial PR adviser to Sophos) James Macey White Matt Low	Tel: [phone]
J.P. Morgan Cazenove (lead financial adviser and corporate broker to Sophos) Gary Weiss Bill Hutchings James Robinson Chris Wood	Tel: [phone]
Lazard (financial adviser and Rule 3 adviser to Sophos) Cyrus Kapadia Philippe Noël	Tel: [phone]
UBS AG London Branch (corporate broker and financial adviser to Sophos) Jonathan Rowley David Roberts	Tel: [phone]
Finsbury (PR adviser to Bidco and Thoma Bravo) Faeth Birch Edward Simpkins	Tel: [phone]
Goldman Sachs (financial adviser to Bidco and Thoma Bravo) Ward Waltemath Mark Sorrell Chris Emmerson Jimmy Bastock (Corporate Broking)	Tel: [phone] Tel: [phone] Tel: [phone] Tel: [phone]

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.

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 athttps://investors.sophos.compromptly 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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Scheme of arrangement - RNS