UPDATE RE OFFER14th November 2019
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.