TIDMSUMO
RNS Number : 1470T
Sumo Group PLC
16 July 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SUMO GROUP PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF SUMO GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 July 2020
SUMO GROUP PLC
("Sumo" or the "Company")
Confirmation of successful fundraising of GBP13.7 million at 180
pence per share
and
Total Voting Rights
Sumo (AIM: SUMO), the award-winning provider of creative and
development services to the video games and entertainment
industries, is pleased to announce that, further to the
announcement made on 15 July 2020 entitled "Proposed Accelerated
Bookbuild to raise gross proceeds of up to approximately GBP13.7
million ", the Bookbuild has closed and the Company has raised
gross proceeds of GBP13.7 million (before expenses) through the
successful placing of 7,588,500 new ordinary shares of GBP0.01 each
in the capital of the Company (the "Placing Shares"), representing
5% of the company's issued share capital prior to the Placing, at a
price of 180 pence per Placing Share (the "Placing"). The Group
intends to use the net proceeds of the Placing to take advantage of
potential M&A opportunities that may arise and will update
shareholders on these as they progress.
Application has been made for the Placing Shares to be admitted
to trading on AIM at 8.00 a.m. on 21 July 2020 ("Admission"). Once
Admission occurs, the Placing will have successfully completed.
Zeus Capital and Investec Bank plc acted as joint bookrunners
and joint brokers in connection with the Placing.
Related party transactions
Andrea Dunstan and Michael Sherwin, non-executive directors of
the Company (the "Participating Directors"), have subscribed for
33,333 and 5,556 Placing Shares respectively at the Placing Price
of 180 pence per Placing Share. The participations by Andrea and
Michael in the Placing constitute related party transactions for
the purposes of the AIM Rules. Members of the board, other than the
Participating Directors, having consulted with the Company's
nominated adviser, Zeus Capital, consider that the terms of the
related party transactions are fair and reasonable insofar as the
Shareholders are concerned.
Total Voting Rights
Following Admission, the Company's total number of Ordinary
Shares in issue will be 159,363,790, with one voting right each .
The Company does not hold any shares in treasury. The number of
ordinary shares with voting rights is therefore 159,363,790.
The above figure may be used by Shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the share capital of the Company under the FCA's Disclosure,
Guidance and Transparency Rules.
Unless expressly defined in this announcement, all capitalised
terms used in this announcement have the meanings stated in the
announcement made by the Company on 15 July 2020 entitled "Proposed
Accelerated Bookbuild to raise gross proceeds of up to
approximately GBP13.7 million".
Enquiries:
Sumo Group plc Via Belvedere Communications
Carl Cavers, Chief Executive Officer Tel: +44 (0) 7715 769
078
David Wilton, Chief Financial Officer
Zeus Capital Limited (Nominated Adviser
& Joint Broker)
Nick Cowles / Andrew Jones Tel: +44 (0) 161 831
1512
Ben Robertson / John Goold Tel: +44 (0) 203 829
5000
Investec Corporate & Investment Banking
(Joint Broker)
David Flin / Bruce Garrow Tel: +44 (0) 207 597
5970
Belvedere Communications Limited
Cat Valentine Tel: +44 (0) 7715 769
078
Keeley Clarke Tel: +44 (0) 7967 816
525
Llew Angus Tel: +44 (0) 7407 023
147
SumoPR@belvederepr.com
Legal advisers
Allen & Overy LLP is advising the Company and Travers Smith
LLP is advising the Joint Bookrunners.
MAR information
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Steven Webb, Company Secretary. Upon the
publication of this announcement, this inside information is now
considered to be in the public domain and such persons shall
therefore cease to be in possession of inside information in
relation to the Company and its securities.
About Sumo Group plc
Sumo Group's businesses provide acclaimed development and design
services to the video games and entertainment industries from
studios in the UK, India, and Canada.
Sumo Digital, as the Group's primary business, is one of the
UK's largest independent developers of AAA-rated video games,
having studios in Sheffield, Newcastle, Nottingham, Leamington Spa,
Warrington and Pune, India. The business has acquired three studios
since IPO, which operate under their own names, BAFTA award-winning
The Chinese Room in Brighton, Red Kite Games in Leeds and Lab42 in
Leamington Spa. Sumo Digital provides turnkey and co-development
solutions to a global blue-chip client base.
Atomhawk is a multi-award-winning visual design company, with
studios in Newcastle and in Vancouver (Canada), servicing the
games, film and visual effects industries.
Important information
This announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise issue, acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States of America, Australia, Canada, Japan, or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws of such jurisdictions.
The distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions.
Neither this announcement nor any part of it nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
In particular, the Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws or
with any securities regulatory authority of any state or other
jurisdiction of the United States, and accordingly the Placing
Shares may not be offered, sold, pledged or transferred, directly
or indirectly, in, into or within the United States except pursuant
to an exemption from the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There is no intention to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States or
elsewhere.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Zeus Capital or Investec,
or by any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents as to or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to any
interested person or its advisers, and any liability therefore is
expressly disclaimed. None of the information in this announcement
has been independently verified or approved by Zeus Capital or
Investec or any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents. Save for
any responsibilities or liabilities, if any, imposed on Zeus
Capital or Investec respectively by FSMA or by the regulator regime
established under it, no responsibility or liability is accepted by
Zeus Capital or Investec or any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement or from any acts or omissions of the Company in
relation to the Placing.
Zeus Capital is authorised and regulated in the United Kingdom
by the FCA and is acting as nominated adviser and joint bookrunner
and joint broker to the Company in respect of the Placing. Investec
is authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA and is acting as joint bookrunner and joint broker
to the Company in respect of the Placing. Each of Zeus Capital and
Investec is acting for the Company and for no-one else in
connection with the Placing, and will not be treating any other
person (whether or not a recipient of this announcement) as its
client in relation thereto. Neither Zeus Capital nor Investec nor
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents will be responsible to
anyone other than the Company for providing the regulatory
protections afforded to customers of Zeus Capital and Investec
respectively nor for providing advice in connection with the
Placing or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Zeus Capital
or Investec, as the case may be, by FSMA, any liability therefor is
expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment
and tax advice as they see fit.
Forward-looking statements
This announcement contains statements about the Group that are
or may be deemed to be "forward-looking statements". All
statements, other than statements of historical facts, included in
this announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of the Company or the Group.
These forward-looking statements are not guarantees of future
performance. By their nature, all forward-looking statements
involve known and unknown risks, uncertainties and other factors
which are beyond the control of the Company which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the
Group does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. All
subsequent oral or written forward-looking statements attributed to
the Group or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All
forward-looking statements contained in this announcement are based
on information available to the Directors of the Company at the
date of this announcement, unless some other time is specified in
relation to them, and the posting or receipt of this announcement
shall not give rise to any implication that there has been no
change in the facts set forth herein since such date. Statements
contained in this announcement regarding past trends or activities
should not be taken as representation that such trends or
activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Zeus Capital or Investec.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Zeus Capital and Investec have only procured investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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 rns@lseg.com or visit www.rns.com.
END
MSCRAMMTMTIBTLM
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