SSY.L

SciSys Plc
SCISYS Group PLC - Court sanction of Scheme of Arrangement
17th December 2019, 12:18
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RNS Number : 1855X
SCISYS Group PLC
17 December 2019
 

 

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 OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

17 December 2019

RECOMMENDED CASH OFFER

for

SCISYS Group plc ("SCISYS")

by

CGI GROUP HOLDINGS EUROPE LIMITED ("Bidco")

A WHOLLY-OWNED INDIRECT SUBSIDIARY OF CGI INC. ("CGI")

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT
UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Court sanction of Scheme of Arrangement

SCISYS is pleased to announce that, at the Court Hearing today in connection with the recommended acquisition of SCISYS by Bidco, the High Court has made an order sanctioning the Scheme of Arrangement and has confirmed the related reduction of capital.

The last day of dealings in and registration of transfers of SCISYS Shares is 17 December 2019, and trading in SCISYS Shares on AIM and Euronext Growth will be suspended with effect from 7.30 a.m. (London time) on 18 December 2019.

The Scheme will become effective once the Court Order, together with the minute confirming the capital reduction necessary to implement the Scheme, has been delivered to the Registrar of Companies in Ireland, which is expected to take place on 18 December 2019.

SCISYS has applied to the London Stock Exchange and Euronext Dublin for the cancellation of admission to trading of SCISYS Shares on AIM and Euronext Growth, which is expected to take effect at 7.00 a.m. (London time) on 19 December 2019.

All references to times are to Irish time unless otherwise stated.

Definitions

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

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the SCISYS website at https://www.scisys.co.uk/who-we-are/investors/soa.html.

 

For further information please contact:

SCISYS Group PLC


+44 (0)1249 466 466

Mike Love

Chairman


Klaus Heidrich

Chief Executive Officer


Chris Cheetham

 

Finance Director


finnCap

(NOMAD & AIM Broker)


+44 (0)20 7220 0500

Julian Blunt/James Thompson

 

Andrew Burdis

 

Corporate Finance

 

Corporate Broking


Walbrook PR


+44 (0)20 7933 8780

Tom Cooper/Paul Vann


+44 (0)797 122 1972



tom.cooper@walbrookpr.com

Davy (ESM Broker)


+353 1 679 6363

      John Frain


john.frain@davy.ie

 Responsibility

SCISYS Group PLC Directors accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts stated therein and does not omit anything likely to affect the import of such information.

Rule 8 Dealing Disclosure Requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of SCISYS, all "dealings" in any "relevant securities" of SCISYS (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30 p.m. on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the Offer Period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of SCISYS, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of SCISYS by CGI or Bidco, or by any party Acting in Concert with any of them, must also be disclosed by no later than 12.00 p.m. on the "business day" in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"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 above are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website www.irishtakeoverpanel.ie.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number telephone number +353 1 678 9020 or fax number +353 1 678 9289.

About SCISYS Group:

Employing approximately 670 staff, SCISYS Group, whose holding company, SCISYS, is a public limited company incorporated under the laws of Ireland, is a leading developer of information and communications technology services, e-business, web and mobile applications, editorial newsroom solutions and advanced technology solutions.  SCISYS operates in a broad spectrum of market sectors, including Media & Broadcast, Space, Government and Defence and Commercial sectors.  SCISYS'  clients are predominantly blue-chip and public-sector organisations.  Customers include the Environment Agency, the Ministry of Defence, Airbus Defence & Space, Thales Alenia Space, Arqiva, Vodafone, the European Space Agency, Eumetsat, the BBC, Radio France, RTL, RNLI, Pets at Home, Siemens and the National Trust.  SCISYS'  registered office is in Dublin, with UK offices in Chippenham, Bristol, Leicester and Reading and German offices in Bochum, Dortmund, Darmstadt and Munich.

This announcement has been released by Natasha Laird, Company Secretary, on behalf of the Company.


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