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SCISYS – COURT SANCTION OF THE SCHEME

Hamilton, Bermuda: 29 November, 2018  - In a filing with the Bermuda Stock Exchange (“BSX”) SCISYS PLC, an AIM listed company whose Secured Loan Note Programme is listed on the BSX,announced the Court sanction of the Scheme. The full filing stated:

 

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.

SCISYS PLC

(SSY: AIM)

COURT SANCTION OF THE SCHEME

 

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 addressed to Old SCISYS Shareholders (the "Scheme Document"), containing

 

further information on the Reorganisation and the Scheme, was published on 26 October 2018. The Scheme and its implementation was approved by Old SCISYS Shareholders on 19 November 2018.

Old SCISYS is pleased to announce that the Court has today made an order to sanction the Scheme to give effect to the Reorganisation. The Scheme will become effective on delivery of an office copy of the Court Order to the Registrar of Companies, which is expected to take place later today, 27 November 2018, whereupon the entire issued ordinary share capital of Old SCISYS will be owned by New SCISYS.

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.

The expected timetable of residual events for completion of the Reorganisation is as follows:-

Event

Expected Time and/or date

Effective Date of the Scheme

27 November 2018

Credit of New SCISYS Shares in uncertified form to CREST accounts

28 November 2018

Delisting of Old SCISYS Shares, Admission and listing of New SCISYS Share and commencement of dealings in New SCISYS Shares on AIM and ESM

7.30 a.m. on 28 November 2018

Despatch of share certificates in respect of New SCISYS Shares held in certificated form

11 December 2018

 

 

If any of these dates change, the revised times and/or dates will be notified to Old SCISYS Shareholders by posting notice on its website (www.scisys.co.uk/who-we-are/investors/SOA.html).

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.

 

Ends

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For more information on the Bermuda Stock Exchange (BSX), contact Nancy Vieira at 1-441-292-7212 or nvieira@bsx.com . Information is also available at www.bsx.com and on Bloomberg at BSX <GO>.

Established in 1971 the Bermuda Stock Exchange (BSX) is now the leading fully electronic offshore securities market. The BSX specializes in listing and trading of capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and Insurance Linked Securities.

The BSX, recognised by the US SEC as a Designated Offshore Securities Market, is a member of the World Federation of Exchanges and is located in an O.E.C.D. member nation. The BSX has Approved Stock Exchange status under Australia’s Foreign Investment Fund (FIF) taxation rules; Designated Investment Exchange status by the UK’s Financial Services Authority; Recognised Stock Exchange by the UK HM Revenue and Customs; Designated Exchange status under Canada’s Income Tax Act and is a member of America’s Central Securities Depository Association.

 

TRADING HOURS

08:30-09:00 Price Discovery
09:00-16:30 Continuous Trading

CONTACT DETAILS

TEL: +1 (441) 292 7212
FAX: +1 (441) 292 7619
Email: info@bsx.com

LOCATION

30 Victoria Street
3rd Floor
Hamilton, Bermuda

MAILING ADDRESS

P.O. Box HM 1369
Hamilton HMFX

Disclaimer

 

The information contained in these pages has been obtained from sources which The Bermuda Stock Exchange believes are reliable. However, the accuracy of the information cannot and is not guaranteed and The Bermuda Stock Exchange makes no representation as to its accuracy or completeness. Neither this Web site, nor any information contained herein, constitutes advice or a solicitation to subscribe, purchase or sell any securities. The Bermuda Stock Exchange expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this site or any external sites referenced from this website.