SSY.L Regulatory News (SSY)

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

11 July 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 ARRANGEMENTUNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Publication and Posting of Rule 15 Proposals

On 14 June 2019, the directors of SCISYS and CGI announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of SCISYS. The Acquisition is proposed to be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Chapter 1 of Part 9 of the Companies Act 2014.

SCISYS, CGI and Bidco announce today that in connection with the Acquisition and the issuance of appropriate offers to holders of outstanding SCISYS Options granted by SCISYS pursuant to the terms of the SCISYS Share Plans in accordance with Rule 15 of the Irish Takeover Rules to provide information regarding how the Acquisition will affect such SCISYS Options (the "Rule 15 Letters").

The Rule 15 Letters are being made available for inspection on https://www.scisys.co.uk/who-we-are/investors.html and on https://www.cgi.com/en/SCISYS in accordance with Rule 26 of the Irish Takeover Rules. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this announcement.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

For further information please contact:

 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.