27 Nov 2018 11:02
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.
SCISYS PLC
(SSY: AIM)
COURT SANCTION OF THE SCHEME
27 November 2018
On 17 October 2018, the Board of Directors of SCISYS PLC ("Old SCISYS") announced the proposed restructuring of the SCISYS Group to create a new holding company ("New SCISYS"), a public limited company incorporated in Ireland and listed on AIM and ESM (the "Reorganisation"), to be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A scheme document addressed to Old SCISYS Shareholders (the "Scheme Document"), containing further information on the Reorganisation and the Scheme, was published on 26 October 2018. The Scheme and its implementation was approved by Old SCISYS Shareholders on 19 November 2018.
Old SCISYS is pleased to announce that the Court has today made an order to sanction the Scheme to give effect to the Reorganisation. The Scheme will become effective on delivery of an office copy of the Court Order to the Registrar of Companies, which is expected to take place later today, 27 November 2018, whereupon the entire issued ordinary share capital of Old SCISYS will be owned by New SCISYS.
The cancellation of admission to trading of Old SCISYS Shares on AIM will take effect at 7.30 a.m. on 28 November 2018.
Application has been made for the admission to trading on AIM and ESM for the 29,584,660 ordinary shares of 25p each in the capital of New SCISYS pursuant to the Reorganisation and it is expected that trading will commence on AIM and ESM at 8.00 a.m. on 28 November 2018.
The expected timetable of residual events for completion of the Reorganisation is as follows:-
Event | Expected Time and/or date |
Effective Date of the Scheme | 27 November 2018 |
Credit of New SCISYS Shares in uncertified form to CREST accounts | 28 November 2018 |
Delisting of Old SCISYS Shares, Admission and listing of New SCISYS Share and commencement of dealings in New SCISYS Shares on AIM and ESM | 7.30 a.m. on 28 November 2018 |
Despatch of share certificates in respect of New SCISYS Shares held in certificated form | 11 December 2018 |
If any of these dates change, the revised times and/or dates will be notified to Old SCISYS Shareholders by posting notice on its website (www.scisys.co.uk/who-we-are/investors/SOA.html).
Further information
For further information please contact:
SCISYS PLC | +44 (0)1249 466 466 | |
Mike Love | Chairman | |
Klaus Heidrich | Chief Executive Officer | |
Chris Cheetham
| Finance Director | |
finnCap (NOMAD & 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 |
Definitions
Save where otherwise defined herein or where the context otherwise requires, defined terms in this announcement shall have the meanings given to them in the Scheme Document.
About SCISYS Group
Employing around 580 staff, SCISYS Group is a leading developer of information and communications technology services, e-business, web and mobile applications, editorial newsroom solutions and advanced technology solutions. The Company 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. The Company has UK offices in Chippenham, Bristol, Leicester and Reading and German offices in Bochum, Dortmund, Darmstadt and Munich. More information is available at www.scisys.co.uk.
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