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

18 December 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

Scheme Effective

SCISYS is pleased to announce that, further to the announcement dated 17 December that the High Court had sanctioned the Scheme of Arrangement, the Court Order, together with the minute confirming the capital reduction necessary to implement the Scheme, has now been delivered to the Registrar of Companies in Ireland and, accordingly, the recommended acquisition of SCISYS by Bidco has now become effective in accordance with its terms.

Scheme Shareholders are entitled to receive 254.15 pence for every Scheme Share held. Despatch of cheques and crediting of CREST accounts for Consideration due under the Scheme will occur by no later than 14 days from this announcement, in accordance with the terms of the Scheme.

Trading of SCISYS Shares on AIM and Euronext Growth has been suspended from 7:30 a.m. (London time) today and the cancellation of admission to trading of SCISYS Shares on AIM and Euronext Growth will take effect at 7.00 a.m. (London time) on 19 December 2019.

Commenting on the completion of the acquisition, Mike Love, Chairman of SCISYS, said "With the completion of the acquisition of SCISYS by CGI the current directors of SCISYS will be resigning and will be replaced by new directors appointed by CGI. This marks the end of a 40-year epoch during which SCISYS traded as an independent company. Its growth and success over this period has been entirely due to the collective efforts of many individuals. It has been an honour and pleasure to work alongside so many talented individuals during this period. I and all my board colleagues wish to thank each and every one, past and present, in the SCISYS team for their many contributions. We wish the current team and CGI every success going forward."

All references to times are to Irish time unless otherwise stated.

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:

 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.