THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN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 | Ordinary Shares of 10 pence each | ||||||
| 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 | Ordinary Shares of 10 pence each | ||||||
| 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 | ||||||
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