NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

26 February 2020

RECOMMENDED CASH ACQUISITION

of

SOPHOS GROUP plc

by

SURF BUYER LIMITED

(a newly formed company owned by FUNDS MANAGED aND/OR ADVISED BY THOMA BRAVO, LLC)  

to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006

TIMETABLE UPDATE

On 14 October 2019, the boards of Sophos Group PLC ("Sophos") and Surf Buyer Limited, a newly formed company owned by funds managed and/or advised by Thoma Bravo, LLC ("Bidco") announced the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of Sophos (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was posted to Sophos Shareholders on 8 November 2019.

On 25 February 2020, Sophos announced that the High Court of Justice in England and Wales (the "Court") had sanctioned the Scheme and that the Scheme was expected to become Effective, and Sophos Shares suspended from trading, on 27 February 2020.

During the course of 26 February 2020, Bidco became aware that a subsidiary of Sophos, Sophos Limited, has a limited regulatory permission from the UK Financial Conduct Authority (the "FCA") to enable it to provide finance to employees for the purchase of cycles or cyclist safety equipment under the UK Government's "cycle to work" scheme, a tax efficient scheme for employees. Under UK financial regulation, a company which is able to offer equipment under the scheme with a value in excess of £1000 must be authorised by the FCA.  Sophos Limited has currently extended arrangements with a value in excess of £1000 to a de minimis number of employees. Under UK financial regulation, any person acquiring control of an authorised entity must seek the FCA's approval.

A decision has therefore been taken that Sophos delay the delivery of a copy of the Court Order to the Registrar of Companies, and therefore the Effective Date, to allow Bidco to notify the FCA of the Acquisition.  Sophos will also update the Court about the delay.

Trading in Sophos Shares on the London Stock Exchange's main market for listed securities and the listing of Sophos Shares on the premium listing segment of the Official List will continue until further notice.

A further announcement will be made in due course with the updated timetable.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

Important notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Sophos and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Sophos for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Sophos and no one else in connection with the Acquisition and will not be responsible to anyone other than Sophos for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or any other matter referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Acquisition, any statement contained herein or otherwise.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting exclusively as financial adviser to Sophos and no one else for the purpose of the Acquisition and will not be responsible to anyone other than Sophos for providing the protections offered to clients of UBS nor for providing advice in relation to the Acquisition or any transaction, arrangement or other matter referred to herein.

In accordance with the Takeover Code, Goldman Sachs International, J.P. Morgan Cazenove and UBS and their respective affiliates will continue to act as exempt principal trader in Sophos securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Sophos in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which contains the full terms and conditions of the Acquisition.  Each Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Sophos Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. It is the responsibility of any person outside the United Kingdom into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.

The receipt of cash pursuant to the Acquisition by a US holder of Sophos Shares as consideration for the transfer of its Sophos Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each US holder of Sophos Shares is strongly advised to consult an appropriately qualified independent professional tax adviser immediately with respect to the tax consequences of the Scheme.

Overseas shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.

Publication on a website

This announcement will be made available on the Sophos website at https://investors.sophos.com promptly and in any event by no later than 12:00 p.m. on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.