PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF SUMO GROUP PLC ("SUMO").
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT AS TO WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER (AS DEFINED BELOW).
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION, WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH SUMO REGARDS AS UNDULY ONEROUS OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE ACQUISITION IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY SUMO AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
For the avoidance of doubt, individuals who are resident in the United States are not restricted from accessing the information on the website solely by virtue of being resident in the United States.
The information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
Electronic versions of the materials you are seeking to access are being made available on this microsite by Sumo in good faith, for information purposes only and subject to the terms and conditions set out below.
Basis of access
The information contained on this Microsite is in respect of the cash offer (the "Offer") by Tencent Holdings Limited (“Tencent”), through a wholly-owned subsidiary, Sixjoy Hong Kong Limited, relating to the acquisition of the entire issued and to be issued share capital of Sumo.
The information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Sumo or Tencent. The full terms and conditions of the Offer will be set out in the formal scheme document. In deciding whether or not to vote in favour of the Offer, shareholders of Sumo should rely only on the information contained and procedures described in the formal scheme document.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Sumo nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Sumo reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Sumo ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Sumo or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
The information contained in the Microsite is not being, and must not be released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction, and the availability of such information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the United Kingdom or the United States, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction.
Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
If they are not resident in, or a citizen or national of, a Restricted Jurisdiction, any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. To the fullest extent permitted by applicable law, neither Sumo nor its advisers accepts responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.
The Offer will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.
If you are not permitted to view the information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “decline” button below and seek independent advice. Neither Sumo nor any of their respective advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Important information for US investors
The materials do not constitute an offer to acquire or exchange securities in the United States. The Offer relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Tencent determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement, if any, has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of consideration pursuant to any offer by a US holder of Sumo shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Sumo shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Any offer will be made in the United States by Tencent and no one else.
It may be difficult for US holders of Sumo’s shares to enforce their rights and claims arising out of the US federal securities laws, since Tencent and Sumo are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Sumo’s shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
The materials contained in this Microsite do not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Tencent, certain affiliated companies and their nominees or brokers (acting as agents), may make certain purchases of, or arrangements to purchase, Sumo shares outside the Offer until the date on which the Offer and/or scheme of arrangement becomes effective, lapses or is withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act and the Takeover Code. Such purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to the Regulatory News Service of the London Stock Exchange at https://www.londonstockexchange.com/news.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, Sumo or Tencent and certain plans and objectives of Tencent with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, adverse effects on the market price of Sumo's or Tencent's shares and on Sumo’s or Tencent's operating results because of a failure to complete the Offer, negative effects relating to announcement of the Offer or the completion of the Offer on the market price of Sumo shares or any Tencent shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
These forward-looking statements are based on numerous assumptions and assessments made in light of Sumo's or, as the case may be, Tencent’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Tencent's plans with respect to Sumo, Sumo's or Tencent’s actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Sumo expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by applicable law.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Sumo or Tencent as appropriate.
This notice shall be governed by and interpreted in accordance with English law.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
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