SCISYS : Re-Registration as a Private Limited Company and Resignation of Directors

Hamilton, Bermuda: 27 January, 2019 - 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 re-registration as a private limited company and resignation of directors.  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 UK HOLDING LTD

(previously named SCISYS PLC)

Re-Registration as a Private Limited Company and Resignation of Directors

 3 January 2019

SCISYS UK HOLDING LTD (previously named SCISYS PLC) ("SCISYS”, or the “Company"), following approval of its Court-sanctioned scheme of arrangement under Part 26 of the Companies Act announces that:

1.     On 30 November 2018 the Company resolved  (i) to be re-registered as a private limited company under the Companies Act 2006 by the name “SCISYS UK Holding Ltd”; and (ii) adopted new Articles of Association (the “Re-registration”). SCISYS UK HOLDING Ltd is, and will remain, a wholly owned subsidiary of SCISYS Group PLC.

2.     As a result of and following the Re-registration, the Company’s loan notes, both issued and to be issued (“Notes”), forming part of the Company’s  £5 Million Secured Loan Note Programme (“Programme”) whilst listed on the Bermuda Stock Exchange (“BSX”) will be subject to the BSX’s ‘Restricted Marketing’ Regulations meaning that Notes may only be issued to and transferred by and between Qualified Investors (as defined by the BSX Regulations).  SCISYS Group PLC is, and will remain the guarantor of the Notes.

3.     On 27 November 2018, Mr. David Coghlan and Mr. Michael Love resigned as directors of SCISYS UK HOLDING LTD.  They remain directors of SCISYS Group PLC.

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About the SCISYS group of companies:

Employing around 650 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’s registered office is in Dublin, with 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.