SYQ.L Regulatory News (SYQ)

20 April 2016



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

SyQic plc ("SyQic" or the "Company")

Possible offer and restoration of trading on AIM

SyQic, the AIM quoted mobile TV service provider of live TV and on-demand video content across mobile and internet-enabled consumer devices, announces that it is in discussions with Jamal Hassim, Chief Executive of SyQic, and MMV Investments (HK) Limited, a company owned by Johan Robb, (together "Bidco"), in connection with a possible offer for the whole of the issued share capital of the Company.

As a result of Jamal Hassim's interest, the board of directors of SyQic has formed an independent committee of the board (the "Independent Board") consisting of David Cotterell, Steven Elliff and Dato' Borhanuddin Osman. The Independent Board is chaired by David Cotterell, Chairman of SyQic.

The Independent Board are in discussions with Bidco but there can be no certainty that a formal offer will be made for the Company or the terms on which such an offer may be made.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").

As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company in accordance with the rules of the Code.

In accordance with Rule 2.6(a) of the Code, Bidco must, by not later than 5.00 p.m. on 18 May 2016, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.10 of the Code, the Company confirms that, as at the close of business on 19 April 2016, its issued share capital consisted of 26,898,845 ordinary shares ("Ordinary Shares"). The International Securities Identification Number for the Ordinary Shares is JE00BF5S6G17.

This announcement has been issued with the approval of Bidco.

A further announcement will be made in due course, as appropriate.

Trading on AIM

With the release of today's announcements by the Company, trading in the Company's ordinary shares on AIM will be restored with effect from 7.30 a.m. tomorrow, 21 April 2016.

Enquiries:

SyQic plc Tel: 020 7933 8780

David Cotterell, Chairman of the Independent Board

Opus Corporate Finance Tel: 020 7025 3600

(Financial Adviser & Rule 3 Adviser)

Malcolm Strang

SP Angel Corporate Finance LLP Tel: 020 3470 0500

(Financial Adviser to Bidco)

Ewan Leggat

Allenby Capital Limited Tel: 020 3328 5656

(Nominated Adviser & Broker to SyQic)

Jeremy Porter/John Depasquale

Walbrook Tel: 020 7933 8792

(Financial PR and IR Adviser)

Paul Cornelius

Disclaimer

Opus Corporate Finance ("Opus") which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Opus or for providing advice in relation to the matters described in this announcement.

SP Angel Corporate Finance LLP ("SP Angel") which is regulated in the United Kingdom by The Financial Conduct Authority is acting for Bidco in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than Bidco for providing the protections afforded to customers of SP Angel or for providing advice in relation to the matters described in this announcement.

Allenby Capital Limited ("Allenby Capital") which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Allenby Capital or for providing advice in relation to the matters described in this announcement

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of any securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror, must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

The defined terms used in this section "Dealing Disclosure Requirements of the Code" are defined in the Code which can be found on the Takeover Panel's website.

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.syqic.com by no later than 12 noon (London time) on 21 April 2016, being the date following the date of this announcement.