THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
COMES ARE REQUIRED BY SCIENCE IN SPORT PLC AND PANMURE LIBERUM
LIMITED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN
THE UNITED KINGDOM BY VIRTUE OF
THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE
INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE
INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE
NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE
COMPANY AND ITS SECURITIES.
Science in Sport
plc
("Science in
Sport" or the "Company")
Result of Placing
and director dealings
Science in Sport, the premium performance nutrition company serving elite
athletes, sports enthusiasts and the active lifestyle
community, is pleased to announce
that, following the announcement made yesterday (the "Launch Announcement") regarding the
launch of the proposed placing (the "Placing") it has successfully placed
47,058,823 new ordinary shares of 10 pence each in the capital of
the Company (the "Placing
Shares") at a price of 17 pence per share (the "Issue Price") raising gross proceeds of
approximately £8.0 million.
The Placing Shares represent
25.8 per cent. of the issued ordinary share
capital of the Company prior to the Placing.
Panmure Liberum Limited
("Panmure Liberum") is acting as Nominated Adviser, Broker and Sole Bookrunner
in connection with the Placing.
Substantial shareholder related
party transaction
Lombard Odier Investment Managers
("Lombard Odier")
is considered to be a related party of the Company for the purposes
of Rule 13 of the AIM Rules for Companies by virtue of its status
as a substantial shareholder of the Company.
Lombard Odier has agreed to
subscribe for 13,093,882 Placing Shares, as part of the Placing
(the "Related Party
Transaction").
The Directors (excluding Daniel
Wright and Christopher Welsh who are participating in the Placing
and Henry Turcan, who is a board representative of Lombard Odier
Investment Managers) (the "Independent
Directors") having consulted with the
Company's Nominated Adviser, Panmure Liberum, consider that the
terms of the Related Party Transaction are fair and reasonable
insofar as the shareholders of the Company are
concerned.
Director participation
Daniel Wright (Executive Chairman)
and Christopher Welsh (Chief Financial Officer) participated in the
Placing as follows:
Director
|
Existing shareholding prior
to the Placing
|
Number of
Placing Shares to be
issued
|
Total number of Ordinary
Shares to be held on Admission
|
Resultant shareholding on
Admission (%)*
|
Daniel
Wright
|
1,706,141
|
5,882,352
|
7,588,493
|
3.27%
|
Christopher
Welsh
|
-
|
147,058
|
147,058
|
0.06%
|
*Assuming the Retail Offer is taken
up in full
Notice of General Meeting
The Circular containing further
details of the Placing, the Notice of General Meeting to be held at
11 York Street, Manchester, M2 2AW at 10.00 a.m. on 24 July 2024
and containing the Form of Proxy for the General Meeting is
expected to be despatched to Shareholders on or around 8 July 2024 and will thereafter
be available on the Company's website
at https://www.sisplc.com/results-centre.
Admission
Application will be made to London
Stock Exchange plc for the Placing Shares to be admitted to trading
on AIM ("Admission"). It is expected
that Admission will become effective and that dealings in the
Placing Shares will commence at 8.00 a.m. on 25 July 2024 (being
the Business Day following the General Meeting), subject to the
Resolutions being passed at the General Meeting.
The Placing Shares will, when issued, be
credited as fully paid and will be issued subject to the Company's
articles of association and will rank pari passu in all respects
with the existing issued Ordinary Shares.
Capitalised terms used but not
defined in this announcement shall have the meaning given to them
in the Launch Announcement, save where context otherwise
dictates.
For
further information:
Science in Sport plc
|
T: +44
(0) 20 7400
3700
|
Daniel Wright, Executive
Chairman
Daniel Lampard, Chief Operating
Officer
Christopher Welsh,
Chief Financial Officer
|
|
|
|
Panmure Liberum Limited (Nominated Adviser, Broker and Sole
Bookrunner)
|
T: +44
(0) 20 3100
2000
|
Richard Lindley
John More
Anake Singh
|
|
About Science in Sport plc
Headquartered in London,
Science in Sport plc is a leading sports nutrition business that
develops, manufactures, and markets innovative nutrition products
for professional athletes, sports and fitness enthusiasts and the
active lifestyle community. The Company has two highly regarded
brands, PhD Nutrition, a premium active-nutrition brand targeting
the active lifestyle community, and SiS, a leading endurance
nutrition brand among elite athletes and professional sports
teams.
The two brands sell through the
Company's phd.com and scienceinsport.com digital platforms,
third-party online sites, including Amazon and eBay, and extensive
retail distribution in the UK and internationally, including major
supermarkets, high street chains and specialist sports retailers.
This omnichannel footprint enables the Company to address the full
breadth of the sports nutrition market.
PhD is one of
the UK's leading active nutrition brands with a
reputation for high quality and product innovation. The brand has
grown rapidly since its launch in 2005. The range now comprises
powders, bars, and supplements, including the high protein, low
sugar range, PhD Smart.
SiS, a leading endurance nutrition
business founded in 1992, has a core range comprising gels, powders
and bars focused on energy, hydration, and recovery. SiS is an
official endurance nutrition supplier to over 320 professional
teams, organisations, and national teams worldwide. SiS supplies
more than 150 professional football clubs in
the UK, Europe, and the USA.
SiS is Performance Solutions partner
to Ineos Grenadiers cycling team, and Tottenham Hotspur and CGC
Nice football clubs.
For further information, please
visit phd.com and scienceinsport.com
IMPORTANT NOTICES
The content of this Announcement has not been
approved by an authorised person within the meaning of the
Financial Services and Markets Act 2000 (as amended). Reliance on
this Announcement for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing
all of the property or other assets invested.
This Announcement may contain and the Company
may make verbal statements containing "forward-looking statements"
with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Panmure Liberum is authorised by FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Panmure Liberum will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Panmure
Liberum or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The distribution of this Announcement in
certain jurisdictions may be restricted by law. This Announcement
is for information purposes only and does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States of America, Australia, Japan or the Republic of South Africa
or in any jurisdiction in which such offer or solicitation would be
unlawful and should not be relied upon in connection with any
decision, or as any inducement, to subscribe for or acquire any
Placing Shares. In particular, this Announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States. No public offer of securities is
being made in the United Kingdom or elsewhere.
This Announcement is not an offer of securities
for sale or a solicitation of any offer to purchase securities in
the United States. Placing Shares may not be offered or sold in the
United States absent registration under the US Securities Act of
1933, or an exemption therefrom. The Company has not and does not
intend to register any securities under the US Securities Act and
does not intend to offer any securities to the public in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted. The Placing Shares have not been and will not be
registered with any regulatory authority of any state within the
United States.
This Announcement contains inside information
for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented from time
to time including by the Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/ 310) ("MAR"). In addition, market soundings
(as defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
The
information below set out in accordance with the requirement of the
EU Market Abuse Regulation provides further
detail.
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a.
|
Name
|
Daniel Wright
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Executive Chairman
|
b.
|
Initial notification/
Amendment
|
Initial Notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a.
|
Name
|
Science in Sport plc
|
b.
|
LEI
|
213800FWYWBJFJPPJ981
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a.
|
Description of the financial
instrument, type of instrument
Identification Code
|
Ordinary Shares of 10 pence
each
ISIN: GB00BBPV5329
|
b.
|
Nature of the transaction
|
Purchase of shares
|
c.
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
17
pence
|
5,882,353
|
|
|
d.
|
Aggregated information
- Aggregated Volume
- Price
|
n/a (single
transaction)
|
e.
|
Date of the transaction
|
5 July 2024
|
f.
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
|
|
|
|
|
|
| |
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a.
|
Name
|
Christopher Welsh
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Chief Financial Officer
|
b.
|
Initial notification/
Amendment
|
Initial Notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a.
|
Name
|
Science in Sport plc
|
b.
|
LEI
|
213800FWYWBJFJPPJ981
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a.
|
Description of the financial
instrument, type of instrument
Identification Code
|
Ordinary Shares of 10 pence
each
ISIN: GB00BBPV5329
|
b.
|
Nature of the transaction
|
Purchase of shares
|
c.
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
17
pence
|
147,059
|
|
|
d.
|
Aggregated information
- Aggregated Volume
- Price
|
n/a (single
transaction)
|
e.
|
Date of the transaction
|
5 July 2024
|
f.
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
|
|
|
|
|
|
| |