7 Aug 2019 14:58
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
7 August 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
Results of Scheme Meeting and EGM
SCISYS Group PLC is pleased to announce that at the Scheme Meeting and EGM held today Scheme Shareholders voted by the requisite majorities to approve the Scheme to implement the Offer. In addition the resolutions to approve and facilitate the Scheme, proposed at the subsequent EGM, were duly passed.
Details of the resolutions passed are set out in the notices of Scheme Meeting and EGM contained in the Scheme Document dated 10 July 2019 and sent or otherwise made available to (amongst others) SCISYS Shareholders which document, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available at SCISYS' website at https://www.scisys.co.uk/who-we-are/investors/soa.html.
Upon the Scheme becoming effective Scheme Shareholders will receive 254.15 pence in cash for each SCISYS Ordinary Share which they hold at the Scheme Record Time.
The number of Scheme Shares in issue at 7.00 p.m. on 5 August 2019 (being the Voting Record Time) was 29,690,160.
Voting results of the Scheme Meeting
The table below sets out the results of the poll at the Scheme Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote for each SCISYS Ordinary Share held at the Voting Record Time.
Present and Voting | Voted for the Resolution | Voted against the Resolution | Votes withheld* | |||||||
How present | No. of Shareholders | Shares Represented | No. of Shareholders | Shares Represented | No. of Shareholders | Shares Represented | No. of Shareholders | Shares Represented | ||
No. | % | No. | % | No. | ||||||
In person | 11 | 1,153,372 | 9 | 975,835 | 84.61 | 2 | 177,537 | 15.39 | 0 | 0 |
By Proxy | 140 | 15,428,750 | 135 | 15,175,487 | 98.36 | 5 | 253,263 | 1.64 | 5 | 26,473 |
Total | 151 | 16,582,122 | 144 | 16,151,322 | 97.40 | 7 | 430,800 | 2.60 | 5 | 26,473 |
*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 resolution.
Voting results of the EGM
The table below sets out the results of the polls at the EGM. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote for each SCISYS Ordinary Share held at the Voting Record Time.
Votes for | % | Votes against | % | Votes total | % of ISC voted | Votes withheld |
Resolution 1 - Amendment of Memorandum of Association (Special Resolution) | ||||||
15,733,604 | 97.81 | 351,790 | 2.19 | 16,085,394 | 54.18 | 508,374 |
Resolution 2 - Approval of the Scheme of Arrangement (Ordinary Resolution) | ||||||
16,237,996 | 97.88 | 352,253 | 2.12 | 16,590,249 | 55.88 | 3,519 |
Resolution 3 - Cancellation of Cancellation Shares (Special Resolution) | ||||||
15,701,551 | 97.79 | 354,768 | 2.21 | 16,056,319 | 54.08 | 537,449 |
Resolution 4 - Application of Reserves (Ordinary Resolution) | ||||||
15,701,551 | 97.84 | 347,125 | 2.16 | 16,048,676 | 54.05 | 545,092 |
Resolution 5 - Amendment of the Articles of Association (treatment of allotments after the Scheme Record Time) (Special Resolution) | ||||||
15,677,013 | 97.68 | 371,663 | 2.32 | 16,048,676 | 54.05 | 545,092 |
Resolution 6 - Amendment of the Articles of Association (appointment and removal of directors) (Special Resolution) | ||||||
15,709,194 | 97.84 | 347,125 | 2.16 | 16,056,319 | 54.08 | 537,449 |
Resolution 7 - Adjournment of the EGM (Ordinary Resolution) | ||||||
15,688,124 | 97.88 | 340,244 | 2.12 | 16,028,368 | 53.99 | 561,524 |
*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 resolution.
Effective Date and Timetable
Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme by the High Court as set out in Part 5 (pages 40 to 46) of the Scheme Document. The expected timetable of principal events for the implementation of the Scheme remains as set out on page 11 of the Scheme Document. Each of the dates set out in the expected timetable remains subject to change. If any of the key dates set out in the timetable change, SCISYS will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website at https://www.scisys.co.uk/who-we-are/investors/soa.html.
Definitions
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.
A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the SCISYS website at https://www.scisys.co.uk/who-we-are/investors/soa.html.
For further information please contact:
SCISYS Group PLC | +44 (0)1249 466 466 | |
Mike Love | Chairman | |
Klaus Heidrich | Chief Executive Officer | |
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 |
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.