TIDMSSY
RNS Number : 3258X
SCISYS Group PLC
18 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
18 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
Scheme Effective
SCISYS is pleased to announce that, further to the announcement
dated 17 December that the High Court had sanctioned the Scheme of
Arrangement, the Court Order, together with the minute confirming
the capital reduction necessary to implement the Scheme, has now
been delivered to the Registrar of Companies in Ireland and,
accordingly, the recommended acquisition of SCISYS by Bidco has now
become effective in accordance with its terms.
Scheme Shareholders are entitled to receive 254.15 pence for
every Scheme Share held. Despatch of cheques and crediting of CREST
accounts for Consideration due under the Scheme will occur by no
later than 14 days from this announcement, in accordance with the
terms of the Scheme.
Trading of SCISYS Shares on AIM and Euronext Growth has been
suspended from 7:30 a.m. (London time) today and the cancellation
of admission to trading of SCISYS Shares on AIM and Euronext Growth
will take effect at 7.00 a.m. (London time) on 19 December
2019.
Commenting on the completion of the acquisition, Mike Love,
Chairman of SCISYS, said "With the completion of the acquisition of
SCISYS by CGI the current directors of SCISYS will be resigning and
will be replaced by new directors appointed by CGI. This marks the
end of a 40-year epoch during which SCISYS traded as an independent
company. Its growth and success over this period has been entirely
due to the collective efforts of many individuals. It has been an
honour and pleasure to work alongside so many talented individuals
during this period. I and all my board colleagues wish to thank
each and every one, past and present, in the SCISYS team for their
many contributions. We wish the current team and CGI every success
going forward."
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 Corporate Finance
Andrew Burdis 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOACKFDBKBDDKBD
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