TIDMSSY TIDMTTM
RNS Number : 4832T
SCISYS Group PLC
14 November 2019
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
RECOMMED 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:
CGI
Lorne Gorber
Executive Vice-President, Investor and Public
Relations
lorne.gorber@cgi.com +1 514-841-3355
Janine Bailey
Vice President, UK Marketing Communications
janine.bailey@cgi.com +44 7766 420850
HSBC Bank plc (Financial Adviser to CGI and Bidco)
Luc Buisson / Pierre-Emmanuel Houillier /
Aamir Khan / James Novelli +44 20 7991 8888
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 Corporate Finance
Andrew Burdis 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
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPCKQDPPBDDADD
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November 14, 2019 11:02 ET (16:02 GMT)
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