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 Scheme Document

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 announces that on 10 July 2019 it posted a scheme document (the "Scheme Document") to Scheme Shareholders, together with the associated Forms of Proxy. The Scheme Document contains, amongst other things, a letter of recommendation from the Chairman of SCISYS, a letter from Bidco, the full terms and conditions of the Scheme, notices convening the Scheme Meeting and the Extraordinary General Meeting, an expected timetable of principal events and details of the actions to be taken by Scheme Shareholders and SCISYS Shareholders (as applicable).

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

Notice of Shareholder Meetings

The Scheme Meeting and the Extraordinary General Meeting will both be held at the offices of SCISYS, Methuen Park, Chippenham, Wiltshire, SN14 0GB on 7 August 2019. The Scheme Meeting will start at 10.30 a.m. and the Extraordinary General Meeting will start at 10.45 a.m (or, if later, as soon thereafter as the Scheme Meeting is concluded).

As further detailed in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Scheme Meeting and the passing of the Resolutions at the Meetings. It is important that, for the Scheme Meeting, as many votes as possible are cast so that the High Court may be satisfied that there is a fair and reasonable representation of the opinion of the Scheme Shareholders. Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received), or, alternatively, submit your proxy by electronic means, for both the Scheme Meeting and the Extraordinary General Meeting, as soon as possible.

If SCISYS Shareholders pass the necessary resolutions at the aforementioned meetings, it is anticipated that the approval of the High Court will be sought and that the Scheme will become effective in the second half of 2019.

Publication of the Scheme Document

The Scheme Document will today be made available, subject to certain restrictions, on SCISYS' website at https://www.scisys.co.uk/who-we-are/investors/soa.html and will be posted today by SCISYS to all SCISYS Shareholders (other than those resident in Restricted Jurisdictions).

A helpline is available for SCISYS Shareholders. If you have any questions relating to the Scheme Document please contact Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or by calling +353 1 447 5566. Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday.

Please note that calls may be monitored or recorded and Computershare cannot provide any financial, legal or tax advice on the merits of the Acquisition or the Scheme.

Expected Timetable of Principal Events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in an Appendix to this announcement.

 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.

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on SCISYS and Bidco's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change.

The dates below are indicative only, are subject to change and will depend, amongst other things, on the date on which regulatory (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and the date on which the High Court sanctions the Scheme and confirms the associated Reduction of Capital. SCISYS will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at SCISYS' discretion, be notified in the same way. (5)

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(1) It is requested that BLUE Forms of Proxy for the Scheme Meeting be received by 10.30 a.m. on 5 August 2019 or, if the Scheme Meeting is adjourned, 48 hours prior to the time fixed for the adjourned Scheme Meeting (excluding any part of such 48 hour period falling on a non-working day). If the BLUE Form of Proxy for the Scheme Meeting is not returned by the above time, it may be handed to a representative of Computershare, on behalf of the Chairman of the Scheme Meeting, or to the Chairman of the Scheme Meeting before the start of that Meeting.

(2) In order to be valid, the YELLOW Forms of Proxy for the EGM must be received by 10.45 a.m. on 5 August 2019 or, if the EGM is adjourned, 48 hours prior to the time fixed for the adjourned EGM (excluding any part of such 48 hour period falling on a non-working day).

(3) If either the Scheme Meeting or the EGM is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 7.00 p.m. on the day which is two days prior (excluding non-working days) to the date set for such adjourned Meeting.

(4) To commence at 10.45 a.m. or as soon thereafter as the Scheme Meeting shall have concluded.

(5) These dates are indicative only and will depend, among other things, on the date on which (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the High Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

(6) This is the latest date by which the Scheme may become effective. However, the End Date may be extended to such later date as SCISYS and Bidco may agree in writing (with the Panel's consent and as the High Court may approve (should such approval(s) be required)).

All references in the Scheme Document to times are to Irish time unless otherwise stated.