SUMU Sumus

RNS Number:5649Q
Sumus plc
20 March 2008

20 March 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 Lighthouse Group plc and Sumus Plc

Posting of Scheme Document and Lighthouse Circular and FSA approval

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 between
Sumus and Lighthouse whereby Lighthouse would acquire, for shares and cash, the
entire issued and to be issued share capital of Sumus, to be effected by way 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
requires the approval of the Scheme Shareholders and the sanction of the Court.

The board of Sumus is pleased to announce that the Scheme Document, which sets 
out, amongst other things, the full terms and conditions of the Scheme and an 
explanatory statement of the Scheme as required by section 426 of the 
Companies Act 1985, together with an explanation of the action to be taken by 
Sumus Shareholders, is being posted to Sumus Shareholders today. Notices 
convening the Scheme Meeting and the Extraordinary General Meeting to be held 
at the offices of Burges Salmon LLP at Narrow Quay House, Narrow Quay, Bristol 
BS1 4AH on Monday, 14 April 2008 at 11.00 a.m. and 11.15 a.m. (or as soon 
thereafter as the Scheme Meeting is concluded or adjourned), respectively, are 
contained in the Scheme Document. Subject to the satisfaction or waiver of the 
conditions to the Scheme, it is currently expected that the Scheme will become 
Effective on 6 May 2008. If any of the expected dates in the timetable to 
implement the Scheme change, Sumus will give notice of the change by issuing an 
announcement through a Regulatory Information Service.

A copy of the Scheme Document will be available for inspection during normal 
business hours on any Business Day at the offices of Burges Salmon LLP at 
Chancery Exchange, 10 Furnival Street, London EC4A 1AB and at the offices of 
DLA Piper UK LLP at 3 Noble Street, London EC2V 7EE. Pursuant to AIM Rule 20 
and AIM Rule 26, the Scheme Document will also be available on the Sumus 
website at www.sumus.co.uk.

The Merger and the implementation of the Scheme are conditional, amongst other
things, on Lighthouse Shareholders passing the Lighthouse Scheme Resolution. 
The board of Lighthouse is pleased to announce that the Lighthouse Circular
including a notice convening the Lighthouse General Meeting to be held at 26
Throgmorton Street, London, EC2N 2AN at 10.00 a.m. on 14 April 2008 is being
posted to Lighthouse Shareholders today. Pursuant to AIM Rule 20 and AIM Rule
26, a copy of the Lighthouse Circular will be available on the Lighthouse
website at www.lighthousegroup.plc.uk.

The boards of Sumus and Lighthouse are also pleased to announce that they have 
received written notice from the Financial Services Authority of the approval 
of the acquisition and/or increase in control of each of the regulated members 
of the Sumus Group and Lighthouse Group. As a consequence, one of the 
conditions to the Scheme as set out in Appendix I to the Scheme Document has 
been satisfied.

Unless the context otherwise requires, terms defined in the announcement dated 
11 March 2008 have the same meaning in this announcement.

Enquiries

Lighthouse Group plc                                        020 7065 5640
David Hickey, Executive Chairman               www.lighthousegroup.plc.uk
Malcolm Streatfield, Chief Executive Officer

Sumus Plc                                                   0117 933 0777
Allan Rosengren, Group Chief Executive                    www.sumus.co.uk
Peter Smith, Group Finance Director

Daniel Stewart & Company plc                                020 7776 6550
Lindsay Mair/Stewart Dick                         www.danielstewart.co.uk

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

Abchurch Communications (Financial PR adviser to            020 7398 7700
Lighthouse)                                                 020 7398 7704
Heather Salmond                                             020 7398 7710
Gareth Mead                                                 020 7398 7709
Joanne Shears                                      www.abchurch-group.com

Winningtons Financial (Financial PR adviser                 0117 920 0092
to Sumus)                                           www.winningtons.co.uk
Tom Cooper/Paul Vann

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.

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Sumus and the
Sumus Group and Lighthouse and the Lighthouse Group and certain plans and
objectives of the boards of directors of Sumus and Lighthouse. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements often use words
such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar
meaning. By their nature, forward-looking statements involve risks and
uncertainties that could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond Sumus' and Lighthouse's abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements. Should one or
more of these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this document. Sumus and Lighthouse assume no obligation and do not
intend to update or correct these forward-looking statements, except as required
pursuant to applicable law.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Sumus or Lighthouse, all "dealings" in any "relevant securities"
of that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes Effective or lapses or is otherwise withdrawn or on
which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Sumus or Lighthouse, they 
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Sumus or of Lighthouse by Lighthouse or Sumus or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities 
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.

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.





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            The company news service from the London Stock Exchange

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