19 Nov 2018 12:07
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)
RESULTS OF COURT MEETING AND SCHEME GENERAL MEETING
19 November 2018
The Board of SCISYS PLC ("Old SCISYS") is pleased to announce that at the Court Meeting held earlier today, Scheme Shareholders voted by the requisite majorities to approve the Scheme to implement the proposals to establish SCISYS Group plc ("New SCISYS") as the holding company of the SCISYS Group by means of the Scheme. In addition, the special resolutions to facilitate the Scheme, proposed at the subsequent Scheme General Meeting, were duly passed.
Details of the resolutions passed are set out in the notices of the Court Meeting and the Scheme General Meeting contained in the scheme document dated 26 October 2018 sent or otherwise made available to Old SCISYS Shareholders (the "Scheme Document"), which document, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on SCISYS's website at www.scisys.co.uk/who-we-are/investors/SOA.html.
Upon the Scheme becoming effective, Scheme Shareholders will receive one New SCISYS Share for each Old SCISYS Share which they hold at the Scheme Record Time.
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote for each Old SCISYS Share held at the Scheme Voting Record Time.
Present and Voting | Voted For the Resolution | Voted Against the Resolution | ||||||
How present | No. of Shareholders | Shares Represented | No. of Share-holders | Shares Represented | No. of shareholders | Shares Represented | ||
No. | % | No. | % | |||||
In Person | 7 | 251,227 | 6 | 73,900 | 29.42 | 1 | 177,327 | 70.58 |
By Proxy | 112 | 14,794,597 | 101 | 14,762,617 | 99.78 | 11 | 31,980 | 0.22 |
Total | 119 | 15,045,824 | 107 | 14,836,517 | 98.61 | 12 | 209,307 | 1.39 |
Voting Results of the Scheme General Meeting
The table below sets out the results of the polls at the Scheme General Meeting. Each Old SCISYS Shareholder, present in person or by proxy, was entitled to one vote for each Old SCISYS Share held at the Scheme Voting Record Time.
VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % OF ISC VOTED | VOTES WITHHELD |
Special Resolution 1 - Approval of Scheme and Authorisation of Directors | ||||||
12,152,430 | 98.28 | 212,334 | 1.72 | 12,364,764 | 41.79 | 400 |
Special Resolution 2 - Amendments to Articles of Association | ||||||
12,152,430 | 98.28 | 212,334 | 1.72 | 12,364,764 | 41.79 | 400 |
A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the special resolutions.
Effective Date and Timetable
The hearing of the petition to the Court to sanction the Scheme is expected to take place on 27 November 2018.
Subject to the Court sanctioning the Scheme and the satisfaction or waiver of certain other outstanding conditions, it is expected that the last day for dealings in Old SCISYS Shares will be 26 November 2018 and that the Scheme will become effective on 27 November 2018.
Unless otherwise stated, all references to time in this Announcement are to London time. The dates in this Announcement are indicative only. These dates depend, amongst other things, on the date upon which the Court sanctions the Scheme, the date on which the Court Order is delivered to the Registrar of Companies and whether the conditions are satisfied or, if capable of waiver, waived. Old SCISYS will give notice of these dates, when known, 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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