AIM Schedule One - SCISYS Group PLC (3069F)

TIDMSSY

RNS Number : 3069F

AIM

26 October 2018

 
                     ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
                      IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                                  RULES") 
 
 COMPANY NAME: 
 
   SCISYS Group PLC ("SCISYS" or the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Registered Office: 
   6th Floor 
   South Bank House 
   Barrow Street 
   Dublin 4 
 
   Trading address: 
   27-29 Orwell Road 
   Rathgar 
   Dublin 6 
 COUNTRY OF INCORPORATION: 
 
   SCISYS Group PLC, is incorporated in Ireland. (Registration 
   Number 633147) 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
            https://www.scisys.co.uk/who-we-are/investors/aim-rule-26.html 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
              The SCISYS group of companies ("SCISYS Group") operates in 
              a broad spectrum of market sectors. It supplies bespoke software 
              systems, IT-based solutions and support services to the Media 
              & Broadcast, Space, Government, Defence and Commercial sectors. 
              Employing around 580 staff, the SCISYS Group is a leading developer 
              of information and communications technology services, e-business, 
              web and mobile applications, editorial newsroom and advanced 
              technology solutions. 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' main country of operation is the United Kingdom but 
              has a significant presence in Germany. 
              Given: (i) the European nature of the SCISYS Group's business 
              and operations; (ii) ongoing uncertainty concerning the future 
              relationship of the United Kingdom with the European Union; 
              (iii) the potential impact on the ability of the SCISYS Group 
              to participate in EU-funded programmes following Brexit; and 
              (iv) the SCISYS Group's ongoing desire to continue its long-standing 
              participation in European Union funded programmes, the directors 
              of SCISYS PLC have now concluded that it is in the best interests 
              of the SCISYS Group to begin formal steps to implement a restructuring 
              of the SCISYS Group. In the Directors' view, this move is expected 
              to satisfy any applicable European Union residency requirements 
              for EU-funded work without adversely affecting the SCISYS Group's 
              ability to continue contributing to space programmes funded 
              by ESA, the UK Space Agency and commercial operators. 
              To this end, SCISYS PLC proposes to put in place a new parent 
              company for the SCISYS Group, SCISYS Group PLC, being a public 
              limited company incorporated in the Republic of Ireland that 
              is intended to be tax resident in the United Kingdom. It is 
              intended that this new corporate structure will be implemented 
              by means of a Court-sanctioned scheme of arrangement under 
              the Companies Act 2006 (Scheme of Arrangement). 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   29,577,158 Ordinary Shares of GBP0.25 each. 
 
   No restriction as to the transfer of securities 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   No capital to be raised on Admission 
   Expected market capitalisation of GBP45.2m 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 Percentage of AIM securities not in public hands of 26.5% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 The Company's securities are also expected to be admitted to 
  trading on the ESM of Euronext Dublin 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 Stephen Brignall (Steve, Technical Director); 
  Christopher Andrew Cheetham (Chris, Finance Director); 
  David Rodney Jones (Executive Director); 
  Michael David Love (Mike, Non-Executive Chairman); 
  David Coghlan (Independent Non-Executive Director); 
  Klaus Martin Heidrich (Chief Operating Officer); and 
  Klaus-Günter Meng (Klaus, Executive Director). 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
                             Prior to admission            Post admission 
                                                     ---------------------------- 
    Investor                No. of Shares   Holding   No. of Shares   Holding (%) 
                                     held       (%)            held 
                           --------------  --------  --------------  ------------ 
    Dr. M. D Love               4,377,354     14.80       4,377,355         14.80 
                           --------------  --------  --------------  ------------ 
    Dr Meng GmbH                2,587,826      8.75       2,587,826          8.75 
                           --------------  --------  --------------  ------------ 
    Herald Investment 
     Management Ltd             2,443,691      8.26       2,443,691          8.26 
                           --------------  --------  --------------  ------------ 
    Hargreaves Lansdown         3,161,263     10.69       3,161,263         10.69 
                           --------------  --------  --------------  ------------ 
    Charles Stanley             1,540,479      5.21       1,540,479          5.21 
                           --------------  --------  --------------  ------------ 
    Mr P.K. Taylor              1,200,000      4.06       1,200,000          4.06 
                           --------------  --------  --------------  ------------ 
    Interactive Investor          989,477      3.35         989,477          3.35 
                           --------------  --------  --------------  ------------ 
    Rowan Dartington              950,369      3.21         950,369          3.21 
                           --------------  --------  --------------  ------------ 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 None 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
      i. 31 December 
       ii. Not applicable - existing issuer re-admitting to AIM 
       iii. 30 June 2019, 30 September 2019 and 30 June 2020 
 EXPECTED ADMISSION DATE: 
 
   28 November 2018 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   finnCap Ltd 
   60 New Broad Street 
   London 
   EC2M 1JJ 
 NAME AND ADDRESS OF BROKER: 
 
   finnCap Ltd 
   60 New Broad Street 
   London 
   EC2M 1JJ 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 N/A - Quoted Applicant 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   26 October 2018 
 NEW/ UPDATE: 
 NEW 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
  SECURITIES HAVE BEEN TRADED: 
 
   AIM 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
  TRADED: 
 
   25 September 1997 
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT 
  HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED 
  IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS 
  OF WHERE THERE HAS BEEN ANY BREACH: 
 
   The Directors confirm that, after due and careful enquiry, 
   the Company has adhered to all legal and regulatory requirements 
   involved in having its securities traded on AIM. 
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS 
  WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS 
  (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
 
   http://www.SCISYS.co.uk/who-we-are/investors.html 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY: 
 
              Following admission, SCISYS will continue its strategy of delivering 
              premium value to customers, based on excellence in a variety 
              of niche markets; the SCISYS group of companies has demonstrated 
              this fundamental capability for more than three decades, flexibly 
              responding to market demands with a well-balanced portfolio 

              of solutions, services and products. Based on this foundation, 
              SCISYS will continue to aspire to grow in a balanced and resilient 
              way, providing systems and services that form an indispensable 
              part of our customers' value generation. 
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING 
  POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END 
  OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE 
  BEEN PUBLISHED: 
 
   There has been no change in the financial or trading position 
   of the application since the end of the last financial period 
   for which audited statements have been published (31 December 
   2017). 
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON 
  TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS 
  GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM 
  THE DATE OF ITS ADMISSION: 
 
   The Directors of the Company have no reason to believe that 
   the working capital available to it will be insufficient for 
   at least 12 months from the date of Admission. 
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE 
  AIM RULES: 
 
   None 
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S 
  SECURITIES: 
 
   The Company's securities may be settled in CREST 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
  SECURITIES: 
 
   http://www.SCISYS.co.uk/who-we-are/investors.html 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
  WHICH IS NOT CURRENTLY PUBLIC: 
 
   Please refer to the Schedule 1 Supplement Document available 
   on SCISYS' website https://www.scisys.co.uk/fileadmin/user_upload/Downloads/PLC/AIMScheduleOneSupp.pdf 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST 
  ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR 
  END NOT MORE THAN NINE MONTHS PRIOR TO ADMISSION AND INTERIM 
  RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN 
  ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM 
  RULE 19: 
 
   http://www.SCISYS.co.uk/who-we-are/investors.html 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
 
   None 
 

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October 26, 2018 05:00 ET (09:00 GMT)