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Sumo Group PLC - Successful Fundraising and Total Voting Rights

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, RECOMMENDATION, 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 £13.7 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 £13.7 million", the Bookbuild has closed and the Company has raised gross proceeds of £13.7 million (before expenses) through the successful placing of 7,588,500 new ordinary shares of £0.01 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 £13.7 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

 

[email protected]

 

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 [email protected] or visit www.rns.com.
 
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Quick facts: Sumo Group PLC

Price: 194

Market: AIM
Market Cap: £309.17 m
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