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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 November 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")

CGI and SCISYS have today:

a) agreed that at the High Court Hearing today they will request the High Court to adjourn the hearing of its application for the sanction of the Scheme to such date which is as soon as possible after 13 December 2019 as may be acceptable to the High Court; and

b) irrevocably confirmed that all of the Conditions to which the recommended cash offer for SCISYS ("Offer") by way of scheme of arrangement under the Companies Act 2014 ("Scheme") was made have been satisfied and/or waived, other than the following conditions ("Remaining Conditions"):

(i) the sanction by the High Court of the Scheme and the confirmation of the related reduction of capital involved therein by the High Court on or before the End Date (Condition 2.3 as set out in the Scheme Document);

(ii) the delivery of the Court Order sanctioning the Scheme and the minute required in respect of the related reduction of capital to the Companies Registration Office and the registration of same by the Registrar on or before the End Date (Condition 2.4 as set out in the Scheme Document); and

(iii) certain Conditions of the Scheme (being Conditions 3.5.2, 3.5.3, 3.5.6 (other than in respect of the accuracy of the representation and warranty concerning due diligence information set out in clause 6.2.7 of the Transaction Agreement), 3.5.7, 3.6 and 3.8 (as set out in Part 5 of the Scheme Document)),

and accordingly all other Conditions, other than the Remaining Conditions, have now been satisfied or waived, subject to continuing compliance with the Transaction Agreement.

This decision has been reached due to the forthcoming general election in the UK on 12 December 2019 which will be a key event for the news programming of SCISYS' UK media and broadcasting customers. Both CGI and SCISYS are fully committed to supporting SCISYS' customers during this vital period. The news operations of these media and broadcasting customers rely heavily on SCISYS' product and for this reason CGI and SCISYS have reached such a position in order that the SCISYS team can be entirely focused on serving its customers.

As a consequence of the above the suspension of dealings in SCISYS Ordinary Shares which was expected to take effect at 7.30 am on 15 November 2019 and the subsequent cancellation of listings of SCISYS Ordinary Shares on AIM and Euronext Growth which was expected to take effect at 8.00 am on 18 November 2019 will not now proceed. Further announcements will be made in due course including those relating to the expected revised timetable for the completion of the Acquisition, suspension of dealings and cancellation.

The Acquisition remains conditional on the Remaining Conditions being satisfied or (where permissible) waived on or before the sanction of the Scheme by the High Court.

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

The CGI Directors and the Bidco Directors accept responsibility for the information contained in this Announcement other than that relating to SCISYS, the SCISYS Group and the SCISYS Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the CGI Directors and the Bidco Directors (who, in each case, have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

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.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to CGI and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than CGI and Bidco for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this Announcement or any matter referred to herein.

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 CGI

CGI is a public corporation incorporated under the laws of the province of Quebec, Canada and its corporate identification number is 1142478016. CGI's registered address is at 1350 Rene-Levesque Blvd West, Montreal, Quebec, H3G 1T4, Canada.

Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With approximately 77,500 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. With Fiscal 2019 reported revenue of C$12.1 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB).

Bidco is a private limited liability company incorporated under the laws of England and Wales and a wholly owned indirect subsidiary of CGI. Bidco's business registration number is 03290026 and its registered address is at 20 Fenchurch Street, 14th Floor, London, United Kingdom, EC3M 3BY. Bidco is a holding entity.

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.