27 Nov 2018 12:53
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.
The information communicated in this announcement includes inside information for the purposes of Article 7 of Regulation 596/2014
SCISYS PLC
(SSY: AIM)
SCHEME EFFECTIVE
27 November 2018
On 17 October 2018, the Board of Directors of SCISYS PLC ("Old SCISYS") announced the proposed restructuring of the SCISYS Group to create a new holding company ("New SCISYS"), a public limited company incorporated in Ireland and listed on AIM and ESM (the "Reorganisation"), to be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A scheme document containing further information on the Reorganisation and the Scheme (the "Scheme Document"), was published and sent to Old SCISYS Shareholders on 26 October 2018. The Scheme and its implementation were approved by Old SCISYS Shareholders at the Court Meeting and Scheme General Meeting on 19 November 2018.
Old SCISYS is pleased to announce that, today, the High Court of Justice has sanctioned the Scheme, the Court order sanctioning the Scheme has been delivered to the Registrar of Companies in England and, accordingly, the Scheme has now become effective in accordance with its terms.
Old SCISYS Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 26 November 2018, will receive one New SCISYS Share for each Old SCISYS Share held at that time. Share certificates in respect of such New SCISYS Shares to be held in certificated form will be sent to the relevant New SCISYS Shareholders on 11 December 2018.
The cancellation of admission to trading of Old SCISYS Shares on AIM will take effect at 7.30 a.m. on 28 November 2018.
Application has been made for the admission to trading on AIM and ESM for the 29,584,660 ordinary shares of 25p each in the capital of New SCISYS pursuant to the Reorganisation and it is expected that trading will commence on AIM and ESM at 8.00 a.m. on 28 November 2018.
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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