AIM Schedule One - SCISYS Group PLC (3069F)
26 October 2018 - 8:00PM
UK Regulatory
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
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
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