SSY.L Regulatory News (SSY)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

SCISYS Group PLC ("SCISYS" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

6th Floor

South Bank House

Barrow Street

Dublin 4

Trading address:

27-29 Orwell Road

Rathgar

Dublin 6

COUNTRY OF INCORPORATION:

SCISYS Group PLC, is incorporated in Ireland. (Registration Number 633147)

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.scisys.co.uk/who-we-are/investors/aim-rule-26.html

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The SCISYS group of companies ("SCISYS Group") operates in a broad spectrum of market sectors. It supplies bespoke software systems, IT-based solutions and support services to the Media & Broadcast, Space, Government, Defence and Commercial sectors. Employing around 580 staff, the SCISYS Group is a leading developer of information and communications technology services, e-business, web and mobile applications, editorial newsroom and advanced technology solutions. 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' main country of operation is the United Kingdom but has a significant presence in Germany.

Given: (i) the European nature of the SCISYS Group's business and operations; (ii) ongoing uncertainty concerning the future relationship of the United Kingdom with the European Union; (iii) the potential impact on the ability of the SCISYS Group to participate in EU-funded programmes following Brexit; and (iv) the SCISYS Group's ongoing desire to continue its long-standing participation in European Union funded programmes, the directors of SCISYS PLC have now concluded that it is in the best interests of the SCISYS Group to begin formal steps to implement a restructuring of the SCISYS Group. In the Directors' view, this move is expected to satisfy any applicable European Union residency requirements for EU-funded work without adversely affecting the SCISYS Group's ability to continue contributing to space programmes funded by ESA, the UK Space Agency and commercial operators.

To this end, SCISYS PLC proposes to put in place a new parent company for the SCISYS Group, SCISYS Group PLC, being a public limited company incorporated in the Republic of Ireland that is intended to be tax resident in the United Kingdom. It is intended that this new corporate structure will be implemented by means of a Court-sanctioned scheme of arrangement under the Companies Act 2006 (Scheme of Arrangement).

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

29,577,158 Ordinary Shares of £0.25 each.

No restriction as to the transfer of securities

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Admission

Expected market capitalisation of £45.2m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Percentage of AIM securities not in public hands of 26.5%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Company's securities are also expected to be admitted to trading on the ESM of Euronext Dublin

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Stephen Brignall (Steve, Technical Director);

Christopher Andrew Cheetham (Chris, Finance Director);

David Rodney Jones (Executive Director);

Michael David Love (Mike, Non-Executive Chairman);

David Coghlan (Independent Non-Executive Director);

Klaus Martin Heidrich (Chief Operating Officer); and

Klaus-Günter Meng (Klaus, Executive Director).

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i. 31 December

ii. Not applicable - existing issuer re-admitting to AIM

iii. 30 June 2019, 30 September 2019 and 30 June 2020

EXPECTED ADMISSION DATE:

28 November 2018

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

NAME AND ADDRESS OF BROKER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A - Quoted Applicant

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

26 October 2018

NEW/ UPDATE:

NEW

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

25 September 1997

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Directors confirm that, after due and careful enquiry, the Company has adhered to all legal and regulatory requirements involved in having its securities traded on AIM.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

http://www.SCISYS.co.uk/who-we-are/investors.html

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Following admission, SCISYS will continue its strategy of delivering premium value to customers, based on excellence in a variety of niche markets; the SCISYS group of companies has demonstrated this fundamental capability for more than three decades, flexibly responding to market demands with a well-balanced portfolio of solutions, services and products. Based on this foundation, SCISYS will continue to aspire to grow in a balanced and resilient way, providing systems and services that form an indispensable part of our customers' value generation.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no change in the financial or trading position of the application since the end of the last financial period for which audited statements have been published (31 December 2017).

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of the Company have no reason to believe that the working capital available to it will be insufficient for at least 12 months from the date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Company's securities may be settled in CREST

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

http://www.SCISYS.co.uk/who-we-are/investors.html

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Please refer to the Schedule 1 Supplement Document available on SCISYS' website https://www.scisys.co.uk/fileadmin/user_upload/Downloads/PLC/AIMScheduleOneSupp.pdf

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THAN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.SCISYS.co.uk/who-we-are/investors.html

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None