21 Jun 2019 11:08
SCISYS Group PLC
("SCISYS", the "Group" or the "Company")
Director Dealing
SCISYS Group PLC ("SCISYS" - AIM: SSY; ESM: SCC), the supplier of bespoke software systems, IT-based solutions and support services to the space, media & broadcast, government, defence and commerce sectors, makes the following announcement in accordance with the EU Market Abuse Regulation (No 596/2014).
To facilitate the Scheme of Arrangement ("Scheme") completed earlier this year in connection with the redomiciliation of the SciSys group to Ireland, Mike Love (Chairman) subscribed at par for 25,000 new shares of €1.00 each in SciSys on 24 September 2018 in order to provide the initial minimum capital required to incorporate the new holding company of the Group, prior to the Scheme taking place. These shares (which were unlisted) were subsequently converted to Deferred Redeemable Shares of €1.00 each, always in contemplation that they would be redeemed at par following the Scheme becoming effective. This redemption has now taken place as detailed below. The relevant shares had no voting rights, nor any rights to participate in any distributions of profit payable to holders of Ordinary Shares in SciSys.
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Mike Love | ||||
2 | Reason for the notification Redemption of unlisted Deferred Redeemable Shares
| |||||
a) | Position/status | Chairman | ||||
b) | Initial notification /Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | SCISYS Group PLC | ||||
b) | LEI | 635400TUCAGYYHCGJF05
| ||||
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 Identification code | Deferred Redeemable Shares of €1 each N/A | ||||
b) | Nature of the transaction | Redemption at par
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | n/a n/a €1 | ||||
e | Date of the transaction | 21 June 2019 | ||||
f) | Place of the transaction | Dublin | ||||
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 pm (Irish time) 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 Inc. or CGI Group Holdings Europe Limited, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) 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 are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. 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 +353 1 678 9020 or fax number +353 1 678 9289.
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.
For further information please contact:
SCISYS Group PLC |
| +44 (0)1249 466 466 |
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 |
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.