26 Oct 2018 07:00
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)
POSTING OF SCHEME DOCUMENT
AND CORRECTION OF MISLEADING MEDIA COMMENTARY
26 October 2018
SUMMARY
SCISYS PLC ("SCISYS", "the Company", or "Old SCISYS"), the supplier of bespoke software systems, IT-based solutions and support services to the Media & Broadcast, Space, Government, Defence and Commercial sectors, announced on 17 October 2018 a proposed change to the corporate structure of the SCISYS group (the "Group") as part of its previously confirmed Brexit contingency planning exercise, the principal objectives of which were to:
· protect shareholder value;
· mitigate the possible negative effects of Brexit on the Group's space business; and
· retain the Group's AIM listing.
The restructuring proposals (the "Proposals") will create a new Group holding company ("New SCISYS"), which will be a public limited company incorporated in Ireland and listed on AIM and the Enterprise Securities Market of Euronext Dublin ("ESM"). It is intended that New SCISYS will be tax resident in the United Kingdom.
Following some misleading press headlines, SCISYS would like to clarify that, should Old SCISYS Shareholders vote in favour of the Proposals and New SCISYS become the new holding company of the Group, only the holding company of the Group will move to Ireland. The pan-European SCISYS group will continue to operate in the UK, Germany and France, and no existing staff will be transferred to Ireland as part of the Proposals.
SCHEME DOCUMENT
It is intended that the Proposals be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
SCISYS is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, together with the related Forms of Proxy, is being published today and is being posted to Old SCISYS Shareholders and, for information only, to persons with information rights and holders of options and awards granted under the Old SCISYS Share Schemes. A copy of the Scheme Document will be available on the Company's website at https://www.scisys.co.uk/who-we-are/investors/SOA.html.
Old SCISYS Shareholders should carefully read the Scheme Document in its entirety before making any decisions with respect to the Scheme.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become effective, the Scheme requires, amongst other things, that the requisite majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majority of Old SCISYS Shareholders vote in favour of the Special Resolutions at the Scheme General Meeting.
Notices convening the Court Meeting and the Scheme General Meeting for 10.30 a.m. and 10.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 19 November 2018, to be held at Old SCISYS's registered offices at Methuen Park, Chippenham, Wiltshire, SN14 0GB, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Old SCISYS Shareholders are therefore strongly urged to submit their Forms of Proxy (or to submit their proxy appointments electronically or, if they hold their Old SCISYS Shares in uncertificated form, through CREST) as soon as possible and, in any event, by no later than 10:30 a.m. on 15 November 2018, in the case of the Court Meeting, and 10.45 a.m. on 15 November 2018, in the case of the Scheme General Meeting in accordance with the instructions for doing so set out in the section headed "Action to be taken" in paragraph 6 of Part I of the Scheme Document and in paragraph 17 of Part II of the Scheme Document.
It is expected that dealings in Old SCISYS Shares on AIM will be suspended at 7.30 a.m. on 27 November 2018. If the Scheme becomes effective in accordance with its terms on 27 November 2018, it is expected that:
- the admission to trading on AIM of the Old SCISYS Shares will be cancelled at 7.00 a.m. on 28 November 2018; and
- the admission and listing of New SCISYS Shares on AIM and ESM will occur at 7.00 a.m. on 28 November 2018.
Expected timetable of principal events
The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service. All times shown in this Announcement are London times unless otherwise stated.
Expected time and/or date | Event |
2018 |
|
10.30 a.m. on 15 November 2018 | Latest time for lodging blue Form of Proxy for the Court Meeting |
10.45 a.m. on 15 November 2018 | Latest time for lodging white Form of Proxy for the Scheme General Meeting |
6.00 p.m. on 15 November 2018 | Voting record time for the Court Meeting and the Scheme General Meeting |
10.30 a.m. on 19 November 2018 | Court Meeting |
10.45 a.m. on 19 November 2018 | Scheme General Meeting |
The following dates are subject to change: | |
26 November 2018 | Last day of dealings in, and for registration of transfers of, Old SCISYS Shares |
6.00 p.m. on 26 November 2018 | Scheme Record Time |
7.30 a.m. on27 November 2018 | Trading in Old SCISYS Shares on AIM suspended |
27 November 2018 | Court Hearing to sanction the Scheme |
27 November 2018 | Scheme Effective Date |
7.00 a.m. on 28 November 2018 | Delisting of Old SCISYS Shares, Admission and listing of New SCISYS Shares and commencement of dealings in New SCISYS Shares on AIM and ESM |
28 November 2018 | Credit of New SCISYS Shares in Uncertificated form to CREST accounts |
11 December 2018 | Despatch of share certificates in respect of New SCISYS Shares in Certificated form |
27 March 2019 | Latest date by which the Scheme must be implemented |
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 | Corporate Finance | |
Walbrook PR | +44 (0)20 7933 8780 | |
Tom Cooper/Paul Vann | +44 (0)797 122 1972 | |
tom.cooper@walbrookpr.com |
Capitalised terms not otherwise defined in the text of this announcement have the meanings given to them in the Scheme Document.
About SCISYS:
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.