15 Nov 2019 11:26
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
15 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")
Update re Offer Timetable
SCISYS Group PLC confirms that further to the announcement made by SCISYS and CGI on 14 November 2019, the new Court Hearing date, where sanction of the Scheme by the High Court will be sought, has been set for 17 December 2019 at 11.00 a.m.
An updated expected Timetable of Principal Events is set out below.
Event
| Time and/or date |
Scheme Court Hearing | 17 December 2019 |
Expected last day of dealings in, and for the registration of transfers of, SCISYS Ordinary Shares | 17 December 2019 |
Dealings in SCISYS Ordinary Shares expected to be suspended | 7:30 a.m. on 18 December 2019 |
Expected Scheme Record Time | 11.59 p.m. on 17 December 2019 |
Expected Effective Date of the Scheme | 18 December 2019 |
Expected Cancellation of listings of SCISYS Ordinary Shares on AIM and Euronext Growth | 7.00 a.m. on 19 December 2019 |
Expected date of despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme | By 2 January 2019 |
All references to times are to Irish time unless otherwise stated.
The Acquisition remains conditional on the Remaining Conditions (as such term is defined in the announcement made by SCISYS and CGI on 14 November 2019) 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:
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.