6th Jun 2019 07:00
6 June 2019
Sumo Group plc
("Sumo Group" or the "Company")
Exercise of Share Options and Directors' Dealing
Sumo Group announces that Carl Cavers, Chief Executive Officer, and Paul Porter, Chief Operating Officer, have exercised options to acquire 6,601,907 and 6,202,091 ordinary shares of 1 penny each in the Company ("Ordinary Shares") respectively pursuant to the terms of put and call options which were incorporated into the articles of association of the Company's subsidiary, Project Republica Topco Limited ("Topco"), at the time of the Company's acquisition of 84.4 per cent. of Topco immediately prior to the Company's admission to AIM in December 2017.
These options were put in place in order to preserve the Entrepreneurs' Relief tax position regarding the shareholdings in Topco of the three founders of the Company's business (together "the Founders"). The Ordinary Shares subject to these options were allotted to the Company's subsidiary, Aghoco 1337 Limited, as trustee of the Sumo Group plc employee benefit trust.
In accordance with the terms of the options, Carl and Paul have exchanged all of their ordinary shares in Topco for 6,601,907 and 6,202,091 of those Ordinary Shares respectively. The third Founder has also exchanged all of his ordinary shares in Topco for Ordinary Shares and accordingly all such options have now been exercised by the Founders and the shares in Topco, acquired by Aghoco 1337 Limited in consequence of such exercise, have been transferred to the Company with the result that Topco is now a wholly-owned subsidiary of the Company. Prior to the sale of shares described below, the beneficial interests of the Founders in Sumo Group remained unchanged as a result of the exercise of these options.
The exercise of options by Carl Cavers and Paul Porter has triggered tax liabilities. Carl and Paul have sold 1,200,000 and 1,455,000 Ordinary Shares respectively primarily to meet these liabilities. These sales took place on 5 June 2019 at a price of 130 pence per Ordinary Share.
Following these transactions, Carl Cavers' interest in Ordinary Shares is 5,150,116 representing 3.43% per cent. of the Company's issued Ordinary Share capital and Paul Porter's interest in Ordinary Shares is 5,003,724 representing 3.33% per cent. of the Company's issued Ordinary Share capital.
The third Founder has also sold shares in respect of his tax liability.
Each of the Founders has entered a new lock-in agreement with Zeus Capital and the Company which will relate to the entirety of his current shareholding in the Company and which will expire on 31 December 2019.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Carl Cavers | |
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2 | Reason for the notification |
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a) | Position/status | Chief Executive Officer | |
b) | Initial notification /Amendment | Initial notification | |
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Sumo Group plc | |
b) | LEI | 213800LTZXJCG5QKIM14 | |
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.01
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| Identification code | SUMO | |
b) | Nature of transaction | Share for share exchange (on exercise of option) | |
c) | Price(s) and volume(s) | Price | Volume |
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| 130p | 6,601,907 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 5 June 2019 | |
f) | Place of the transaction | Private transaction | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.01
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| Identification code | SUMO | |
b) | Nature of transaction | Sale | |
c) | Price(s) and volume(s) | Price | Volume |
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| 130p | 1,455,000 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 5 June 2019 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Paul Porter | |
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2 | Reason for the notification |
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a) | Position/status | Chief Operating Officer | |
b) | Initial notification /Amendment | Initial notification | |
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Sumo Group plc | |
b) | LEI | 213800LTZXJCG5QKIM14 | |
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.01
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| Identification code | SUMO | |
b) | Nature of transaction | Share for share exchange (on exercise of option) | |
c) | Price(s) and volume(s) | Price | Volume |
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| 130p | 6,202,087 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 5 June 2019 | |
f) | Place of the transaction | Private transaction | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.01
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| Identification code | SUMO | |
b) | Nature of transaction | Sale | |
c) | Price(s) and volume(s) | Price | Volume |
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| 130p | 1,200,000 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 5 June 2019 | |
f) | Place of the transaction | London Stock Exchange, AIM | |
Enquiries: | |
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Sumo Group plc | Tel: +44 (0) 114 242 6766 |
Carl Cavers, Chief Executive Officer |
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David Wilton, Chief Financial Officer |
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Zeus Capital Limited (Nominated Adviser & Broker) |
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Nick Cowles / Andrew Jones | Tel: +44 (0) 161 831 1512 |
Ben Robertson / John Goold | Tel: +44 (0) 203 829 5000 |
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Belvedere Communications Limited |
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Cat Valentine ([email protected]) | Tel: +44 (0) 7715 769 078 |
Keeley Clarke ([email protected]) | Tel: +44 (0) 7967 816 525 |
Llew Angus ([email protected]) | Tel: +44 (0) 7407 023 147 |
About Sumo Group - www.sumogroupplc.com
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, Huddersfield, Leamington Spa and Pune, India. The business has acquired two studios since IPO, which operate under their own names, BAFTA award-winning The Chinese Room and Red Kite Games. 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.
Together, the Group delivers full-spectrum visual and development solutions, which include initial visual concepts, conceiving new products and game development involving all aspects of pre-production, production & development, as well as supporting games as a service.
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