SUMU Sumus

RNS Number:2994S
Sumus plc
14 April 2008




14 April 2008


Not for release, publication or distribution, in whole or in part, in, into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws or regulations of such jurisdiction.


                 Merger of Sumus Plc and Lighthouse Group plc

         Results of Scheme Meeting and Extraordinary General Meeting


On 11 March 2008, the Boards of Sumus Plc ("Sumus") and Lighthouse Group plc 
("Lighthouse") announced that they had agreed the terms of a merger whereby 
Lighthouse would acquire, for shares and cash, the entire issued and to be 
issued share capital of Sumus, such Merger to be effected by means of a scheme
of arrangement under section 425 of the Companies Act 1985 involving a 
reduction of capital under section 135 of the Companies Act 1985 (the "Scheme").

On 20 March 2008, Sumus sent a Scheme Document to Sumus Shareholders containing,
among other things, the terms of the Scheme, notices convening the requisite 
Sumus Shareholder meetings and details of the action to be taken by Sumus 
Shareholders.

The Board of Sumus is pleased to announce that at the Scheme Meeting held 
earlier today to approve the proposed Scheme between Sumus and the Scheme 
Shareholders, the resolution approving the Scheme was passed by the requisite 
majority on a poll.

The voting of those Sumus Shareholders who cast votes either in person or by 
proxy at the Scheme Meeting is set out below:


         No.of Scheme   % of Scheme      No. of       % of          % of issued
         Shareholders   Shareholders     Scheme       Scheme         Scheme 
         present and    present and      Shares       Shares         Shares
         voting         voting           voted        voted
FOR          64            98.46       22,331,006     99.96          74.73

AGAINST       1             1.54            7,895      0.04           0.03


The Board of Sumus is also pleased to announce that, at the Extraordinary 
General Meeting also held earlier today, to consider and if thought fit pass 
the Special Resolution to effect amongst other things:

(i)   the reorganisation of Sumus' share capital;
(ii)  the Capital Reduction and the issue of New Sumus Shares to Lighthouse 
      provided for in the Scheme; and
(iii) certain amendments to the Articles in accordance with the Scheme,

the Special Resolution was duly passed by the requisite majority on a show of 
hands. The proxy votes lodged in respect of the Special Resolution is set out 
below:
 
Shares for      % of     Shares against  % of vote   Shares marked    % of vote
(including      vote                                 as withheld
discretionary)
 
21,278,457     99.95          9,755        0.05            0             0.00


These details will shortly be displayed on Sumus' website at www.sumus.co.uk.

The implementation of the Scheme and completion of the Merger remain subject to 
the satisfaction or (if capable of waiver) waiver of the remaining Conditions 
as set out in Appendix I to the Scheme Document, including the Court 
sanctioning the Scheme, which is expected to take place on 30 April 2008, and 
the Court confirming the associated Capital Reduction, which is expected to 
take place on 1 May 2008. The Scheme and the Merger are expected to become 
Effective on 6 May 2008.

The last day of dealings in, and registration of transfers of, Sumus Shares is 
expected to be 29 April 2008, following which dealings in Sumus Shares will be 
suspended on AIM. If the Scheme and the Merger become Effective, Sumus Shares 
will cease to be admitted to trading on AIM on 6 May 2008.

Unless the context otherwise requires, terms defined in the Scheme Document 
have the same meaning in this announcement.

Allan Rosengren, CEO of Sumus, commented

"We are delighted to have received the overwhelming support from the Sumus 
Shareholders for the Merger and are now looking forward to this being concluded
on 6th May."


Enquiries

Sumus Plc                                              0117 933 0777
Allan Rosengren, Group Chief Executive
Peter Smith, Group Finance Director

Arbuthnot Securities (Financial adviser to Sumus)      020 7012 2000
Tom Griffiths/Alasdair Younie

Winningtons Financial (Financial PR adviser to Sumus)  0117 920 0092
Tom Cooper/Paul Vann

Lighthouse Group plc                                   020 7065 5640
David Hickey, Executive Chairman
Malcolm Streatfield, Chief Executive Officer

Daniel Stewart & Company plc (Financial adviser to     020 7776 6550
Lighthouse)
Lindsay Mair/Stewart Dick

Abchurch Communications (Financial PR adviser to       020 7398 7700
Lighthouse)
Heather Salmond/Gareth Mead

Arbuthnot Securities Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority is acting exclusively for Sumus and 
is acting for no one else in connection with the Merger and will not be 
responsible to anyone other than Sumus for providing the protections afforded 
to clients of Arbuthnot Securities Limited or for providing advice in relation 
to the Merger or any other matter referred to herein.

Daniel Stewart & Company plc, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for Lighthouse and no 
one else in connection with the Merger and will not be responsible to anyone 
other than Lighthouse for providing the protections afforded to clients of 
Daniel Stewart & Company plc nor for providing advice in relation to the Merger
 or any other matter referred to herein.

This announcement is not intended to, and does not, constitute an offer or an 
invitation to purchase or subscribe for any securities or the solicitation of 
an offer to purchase any securities, pursuant to the Merger or otherwise.

The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe, 
any applicable requirements. This announcement has been prepared for the purpose 
of complying with English law and the Code and the information disclosed may 
not be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
The Merger may not be made, directly or indirectly, in or into or by the use of 
the mails of, or by any other means or instrumentality (including, without 
limitation, electronic mail, facsimile transmission, telex, telephone, internet 
or other forms of electronic communication) of interstate or foreign commerce 
of, or any facility of a national state or securities exchange of any 
Restricted Jurisdiction and the Merger may not be capable of 
acceptance by any such use, means, instrumentality or facility.

The Sumus Directors accept responsibility for the information contained in this 
announcement, except for the information for which responsibility is taken by 
the Lighthouse Directors. To the best of the knowledge and belief of 
the Sumus Directors (who have taken all reasonable care to ensure that such is 
the case) the information contained in this announcement for which they are 
responsible is in accordance with the facts and does not omit anything likely to 
affect the import of such information.

The Lighthouse Directors accept responsibility for the information contained in 
this announcement relating to each member of the Lighthouse Group, the 
directors of each member of the Lighthouse Group and the members of their 
immediate families, related trusts and any persons connected with them. To the 
best of the knowledge and belief of the Lighthouse Directors (who have taken 
all reasonable care to ensure that such is the case) the information contained 
in this announcement for which they are responsible is in accordance with the 
facts and does not omit anything likely to affect the import of such 
information.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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