Hamilton, Bermuda: 18 October 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 Brexit contingency planning exercise. The full filing stated:

 

HIS 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.

The information communicated in this announcement includes inside information for the purposes of Article 7 of Regulation 596/2014

SCISYS PLC

(SSY: AIM)

BREXIT CONTINGENCY PLANNING

SCISYS TO INTRODUCE A NEW LISTED HOLDING COMPANY

 

17 October 2018

 

The Proposals

SCISYS PLC ("SCISYS", "the Company", or "Old SCISYS"), the supplier of bespoke software systems, IT-based solutions and support services to the Media & Broadcast, Space, Government, Defence and Commercial sectors, today confirms a proposed change to the corporate structure of the SCISYS group (the "Group") as part of its previously announced Brexit contingency planning exercise, the principal objectives of which were to:

·          protect shareholder value;

·          mitigate the possible negative effects of Brexit on the Group's space business; and

·          retain the Group's AIM listing.

The restructuring proposals (the "Proposals") will create a new Group holding company ("New SCISYS"), which will be a public limited company incorporated in Ireland and listed on AIM and the Enterprise Securities Market of Euronext Dublin ("ESM").  It is intended that New SCISYS will be tax resident in the United Kingdom.

On 27 March 2018, it was confirmed as part of SCISYS's Preliminary Results Announcement that the Group has been undertaking contingency planning to protect it from potential adverse consequences resulting from the United Kingdom's expected withdrawal from the European Union.  In particular, it was noted that such contingency plans included considering a restructuring of the Group, such that it would be re-domiciled and based in the European Union.

On 28 June 2018, shareholders of SCISYS ("SCISYS Shareholders") approved an ordinary resolution of an advisory nature at SCISYS's Annual General Meeting which gave support to the Directors of SCISYS to continue to progress their contingency planning actively.

Given the levels of uncertainty which still remain regarding the United Kingdom's future relationship with the European Union, and the Group's ongoing desire to continue its long-standing participation in European Union funded programmes, the Directors of SCISYS have now concluded that it is in the best interests of the Group to begin formal steps to implement a restructuring of the Group.  In particular, the Proposals are expected to enable the Group to satisfy any applicable European Union residency requirements for EU-funded work without adversely affecting the Group's ability to continue contributing to space programmes funded by the European Space Agency, the UK Space Agency and other commercial operators. 

The Proposals are being implemented by means of a scheme of arrangement of Old SCISYS under Part 26 of the Companies Act 2006 (the "Scheme") and are therefore subject to shareholder approval at a court meeting and a general meeting. Old SCISYS is today filing its application for a court order to convene the necessary court and general meetings.

A circular setting out full details of the Proposals is expected to be sent to SCISYS Shareholders on or around 26 October 2018 (the "Circular"). If approved by SCISYS Shareholders, and subject to the satisfaction of certain other conditions, the Scheme is expected to become effective towards the end of November 2018.

Following implementation of the Proposals:

·          Old SCISYS will become a wholly-owned subsidiary of New SCISYS;

 

·          New SCISYS will become the new holding company of Old SCISYS;

 

·          SCISYS Shareholders will become shareholders in New SCISYS and will hold the same number of shares in New SCISYS as they did in Old SCISYS; and

 

·          Old SCISYS will seek to de-list from AIM, and New SCISYS will be admitted to AIM and the ESM.

New SCISYS is expected to have the same Board and management team as Old SCISYS on the date that the Proposals become effective. The Group will have the same business and operations after the Proposals become effective as the current Group. The Proposals will not result in any overall changes in the day-to-day operations of the business of the Group or its strategy.

SCISYS Shareholders will not be required to pay any amount for the shares in New SCISYS to be issued under the Scheme.

 

 

Further details and conditions to the implementation of the Proposals

On or around 26 October 2018, SCISYS expects to send a circular to shareholders, containing full details and timetable for the Proposals, including information on how to participate in the shareholder voting process needed for the Scheme to take effect.  In the meantime, SCISYS Shareholders need take no further action.

The Scheme will require the approval of SCISYS Shareholders at a shareholder meeting to be convened at the direction of the High Court (the "Court Meeting"). The approval required at the Court Meeting is a majority in number of SCISYS Shareholders present and voting (whether in person or by proxy) representing not less than 75% in value of those SCISYS Shareholders who vote at the meeting.

The Scheme will also require separate approval by not less than 75% of all SCISYS Shareholders who vote (whether in person or by proxy) at a general meeting of SCISYS (the "General Meeting").

Shareholders are strongly encouraged to attend and vote at the Court Meeting and General Meeting, which are expected to take place in November and which will be held at SCISYS's registered office at Methuen Park, Chippenham, although voting can be by proxy.

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

 

About SCISYS

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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