THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON FOR THE SALE OR SUBSCRIPTION FOR THE
SECURITIES IN SCIENCE IN SPORT PLC IN ANY JURISDICTION IN WHICH
SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION
OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION
TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES.
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.
CAPITALISED TERMS USED IN THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") HAVE
THE MEANINGS GIVEN TO THEM IN APPENDIX 2 TO THIS ANNOUNCEMENT,
UNLESS THE CONTEXT PROVIDES OTHERWISE.
Science
in Sport plc
(the
"Company")
Proposed
Placing and Retail Offer
Science in Sport plc (AIM: SIS), the
premium performance nutrition company serving elite athletes,
sports enthusiasts, and the active lifestyle community, today
announces a proposed conditional placing of up to 47,058,823 new
ordinary shares of 10 pence each ("Ordinary Shares") in the capital of the
Company (the "Placing
Shares") at a price of 17 pence per Placing Share (the
"Issue Price") to raise
gross proceeds of approximately £8.0 million.
The Placing Shares represent
approximately 25.8 per cent. of the existing issued ordinary share
capital of the Company (the "Existing Ordinary Shares") and the
Issue Price represents a discount of approximately 8.1 per cent. to
the closing mid-market price of 18.5 pence per Existing Ordinary
Share on 3 July 2024, being the latest practicable date prior to
the publication of this Announcement.
Certain of the Directors intend to
participate in the Placing (the "Director Participation"). It is
intended that the Director Participation will comprise
approximately £1,025,000 (in aggregate) through the issue of
6,029,412 Placing Shares.
Panmure Liberum is acting as
Nominated Adviser, broker and sole bookrunner in connection with
the Placing. The Placing Shares are being offered by way of an
accelerated bookbuild available to qualifying investors (the
"Bookbuild"), which will be
launched immediately following the release of this Announcement, in
accordance with the terms and conditions set out in Appendix 2 to
this Announcement. The Placing is not being
underwritten.
The timing of the closing of the
Bookbuild and the allocation of Placing Shares to be issued at the
Issue Price are to be determined at the discretion of the Company
and the Sole Bookrunner.
A further announcement will be
released by the Company following the close of the Bookbuild
confirming the final details of the Placing.
The Company also intends to raise
funds by a retail offering of up to 2,941,176 new
Ordinary Shares (the "Retail Offer Shares") at
the Issue Price which
will be undertaken via the Winterflood Retail Access
platform ("WRAP") to raise up to
£0.5 million of gross proceeds (the "Retail Offer"
and together with the Placing, the "Capital Raising"). The Retail Offer is being undertaking
to allow qualifying existing retail shareholders an opportunity to
participate in the Capital Raising. A further announcement will be
made in due course regarding the Retail Offer and detailing its
terms. It is expected that the Retail Offer will launch at 5.30
p.m. on 4 July 2024 and will be open for applications up to 5.00
p.m. on 5 July 2024. The result of the Retail Offer is
expected to be announced by the Company on or around 8 July 2024.
For the avoidance of doubt, the Retail Offer is in addition to the
Placing. It is a term of the Retail Offer that the total value of
the Ordinary Shares available for subscription through the Retail
Offer does not exceed EUR 8 million (or the equivalent amount in
sterling, calculated in accordance with FSMA) (the "Retail Offer Cap"). Any amount in
excess of the Retail Offer Cap will be subject to scaling back at
the sole discretion of the Company, in consultation with
Winterflood. The Retail Offer may not be fully
subscribed.
Panmure Liberum is not acting for
the Company with respect to the Retail Offer.
HIGHLIGHTS
·
Placing to raise gross proceeds of approximately £8.0 million
through the issue of 47,058,823 new
Ordinary Shares at the Issue Price.
· The
net proceeds of the Placing (being approximately £7.6 million) are
expected to be used for investment in inventory to ensure
availability of key product groups, for capital expenditure to
improve operational efficiency and driving margin improvements, to
fund market entry in key geographies and for increased liquidity
headroom.
·
The net proceeds of the Retail Offer are
expected to be used to provide further liquidity
headroom.
·
The Capital Raising is conditional upon, inter
alia, the Resolutions required to implement the Placing and Retail
Offer being duly passed by Shareholders at the General
Meeting.
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
BACKGROUND TO
AND REASONS FOR THE TRANSACTION
A new leadership team has been in place since
the final quarter of 2023, driving change throughout the
Group. The immediate focus of the new leadership team was
managing cash outflow and stabilising relationships with the
Company's various stakeholders. Significant
operational cost savings have been extracted under the new
leadership in the final quarter of 2023 with an annualised benefit
in excess of £6m. Significant strategic progress
has also been made following the completion of a full business
review in 2023.
Whilst the Directors believe the strength of
the Company's two core brands, SiS and PhD is unquestionable,
the prior strategy of aggressive top line growth across all
channels and markets has been reset and replaced with a revised
model of controlled growth. The new operating model is expected to
deliver sustainable cash generative profitability at improved
margins, from a reduced cost base and to result in de-leveraging
over time.
Marginal revenue channels have been reset and
measures have been implemented to secure and grow the Group's
profitable revenue streams. A significant number of less profitable
marketing contracts have been exited and further savings are
expected to be made throughout 2024. Marketing spend will be
aligned to identifiable commercial traction and the new leadership
team is taking the opportunity to re-engage with the Company's core
customers, shareholders and financing partners to build the
business from a more stable platform. In the medium term, sustained
revenue growth is expected to be delivered with strong commercial
execution to drive profitability via controlled growth.
Medium-term targets
The Board has set a number of medium-term
targets for the Group:
·
Revenue growth to >£75m (representing a compound annual
growth rate of c. 15% from the FY24 expected base);
·
Underlying gross margin of 50% and contribution margin of at
least 27.5%;
·
Mid-teen percentage EBITDA margin target, delivering a range
of £10m to £15m EBITDA; and
·
De-leveraging, with the Group at less than 1x net debt /
EBITDA (excluding any controlled investment into growth
initiatives).
The Company is now seeking to raise
approximately £8.0 million by way of the Placing to invest in
working capital, for capital investment to drive further
efficiencies and margin and also to support the Group's revised
international strategy, as further set out in the Use of Proceeds
section below.
DEBT
FACILITIES
The Group currently has a total of £13.6
million of debt facilities and is £11.8 million drawn as at 28 June
2024, comprising:
· a
flexible invoice credit facility with HSBC of £8.0 million, of
which approximately £6.9 million was drawn;
· a
trade finance facility of £4.0 million with HSBC, of which
approximately £3.9m was drawn;
·
asset finance facilities with Lombard Equipment Finance
("Lombard"), of which
approximately £2.9 million was outstanding; and
· a
virtual credit card ("VCC")
of £1.6 million, of which approximately £1.0 million was
drawn.
It has been agreed in principle with HSBC that,
subject to approval by HSBC's credit committee and completion of
legal documentation and conditional on completion of the Placing,
the HSBC debt facilities will be amended and ultimately comprise a
new £4.0 million revolving credit facility ("RCF") and the existing £8.0 million
invoice financing facility (together the "Revised Debt Facilities"). The
RCF will replace the trade finance facility and the VCC. There will
be a transition period, with the trade finance facility reducing by
£1 million per month from September 2024. £1m of the RCF will
become available in September 2024 and increase by £1 million per
month in line with the trade finance facility reduction. The VCC
will be fully paid down in September 2024.
The Directors believe the Revised Debt
Facilities will be more appropriate for the Group's requirements,
being committed for three years and will be on more favourable
terms than the existing HSBC facilities. The Lombard facility
will remain in place, with repayments ending in
2027.
BOARD
CHANGES
As announced on 28 June 2024, Christopher Welsh
has been appointed as Chief Financial Officer, with Daniel Lampard
becoming Chief Operating Officer, having joined the Group as Chief
Financial Officer in 2022. Megan Blaylock will also be joining as
Chief Commercial Officer (a non-plc board position) at the end of
July 2024.
Christopher Welsh is a Chartered Accountant and
brings a wealth of financial experience and was formerly Chief
Financial Officer at the former AIM-listed company, Accrol Group
Holdings plc until its recent acquisition by Navigator Paper UK
Limited. He has also held senior roles in large global
businesses including as Head of Financial Reporting at INEOS
Enterprises. Christopher has significant experience in mergers and
acquisitions, and multi-national consolidation in addition to being
skilled in technical accounting, audit management - delivering on
multi-national and multi-firm audits, and tax.
Megan Blaylock is a McKinsey alumnus and joins
from Glanbia Performance Nutrition, where she led the global
commercial team for the Body & Fit division. She has extensive
experience in strategic development and commercial execution with a
proven track record of delivering growth in multi-national
markets.
RESULTS FOR
THE YEAR ENDED 31 DECEMBER 2023 ("FY23")
The Company published its FY23 results on 28
June 2024. These are available at:
https://www.sisplc.com/results-centre/.
HALF YEAR
TRADING UPDATE AND NET DEBT POSITION
On 28 June 2024, the Company also announced a
trading update for the half year to 30 June 2024, which is
available at https://www.sisplc.com/results-centre/.
Net debt (pre-IFRS16 lease liabilities) as at
30 June 2024 is expected to be approximately £13.8 million (H1
FY23: £13.2 million) as annualised cost saving actions are yet to
be fully realised in cash generation. Continued margin improvements
are anticipated, resulting in cash generation and significant
deleveraging in the medium term. Management intends to reduce trade
creditors by approximately £3m in the remainder of the current
financial year as payment terms are normalised.
DETAILS OF THE PLACING
The Company intends to raise gross
proceeds of approximately £8.0 million by means of the Placing. The
Placing Shares will represent approximately 28.8 per cent. of the
Existing Ordinary Shares on 3 July 2024, the latest practicable
date prior to the publication of this Announcement. The aggregate
net proceeds after costs related to the Placing are expected to be
approximately £7.6 million.
The Sole Bookrunner's obligations
under the Placing Agreement in respect of the Placing are
conditional, inter alia,
upon:
(i) the Resolutions
required to implement the Capital Raising being duly passed by
Shareholders at the General Meeting;
(ii) the Placing Agreement
becoming unconditional in all respects (save for any condition
relating to Admission) and not having been terminated in accordance
with its terms prior to Admission; and
(iii)
Admission becoming effective by no later than 8.00 a.m. on 25 July
2024 (or such later time and/or date (being no later than 8.00 a.m.
on the Long Stop Date) as the Sole Bookrunner and the Company may
agree).
If any of the conditions above are
not satisfied, the Placing Shares will not be issued.
The Placing Shares are not subject
to clawback. The Placing is not being underwritten.
The Placing Shares will be issued
free of all liens, charges and encumbrances and will, when issued,
be fully paid, and rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive dividends
and other distributions declared, paid or made after the date of
their issue.
Subject to, inter alia, the passing
of the Resolutions required to implement the Capital Raising,
application will be made to the London Stock Exchange, for
Admission. Admission is expected to occur and dealings are expected
to commence in the Placing Shares at 8.00 a.m. on 25 July 2024. If
Admission does not occur, then the Company will not receive the
relevant net proceeds in respect of the Placing and the Company may
not be able to finance the activities it intends to utilise the net
proceeds of the Placing for, as described in this
Announcement.
DETAILS OF THE DIRECTOR PARTICIPATION
The following Directors have
indicated an intention to subscribe for New Ordinary Shares in the
Placing in the following amounts, following this
Announcement:
Director
|
Existing beneficial
shareholding
|
New Ordinary Shares
to be subscribed for
|
Shareholding on
completion of the Placing*
|
Shareholding as a
percentage of the Enlarged Issued Share Capital
|
Daniel Wright**
|
1,706,141
|
5,882,353
|
7,588,494
|
3.27%
|
Christopher Welsh
|
-
|
147,059
|
147,059
|
0.06%
|
Note: *assuming that the Directors commit to subscribe for New Ordinary Shares as they
have indicated.
**1,000,000 Ordinary Shares held
through Gomrath Limited, a family investment company
USE OF
PROCEEDS
It is intended that the net proceeds of the
Placing will be utilised as follows:
·
Investment in inventory (circa £2 million to £3 million) to
ensure availability of key product groups; the demand for gel and
hydro products was significantly ahead of expectations in the first
half of the year;
·
Capital investment (circa £1 million to £1.5 million) to
drive further operational efficiencies and margin, with investment
in the gel machine, semi-automation of hand-packing and powder line
improvements, with an overall payback of less than two
years;
·
Re-setting and developing "Go to Market" strategies (£1
million+) with key commercial partners to drive growth;
and
· To
improve liquidity headroom and consequently reduce bank finance
costs.
It is intended that the net
proceeds of the Retail Offer will be used to provide further
liquidity headroom.
EFFECTS OF THE
PLACING
Upon Admission, the issued Share
Capital is expected to be 229,331,430 Ordinary Shares and the
Placing Shares will represent approximately 20.52 per cent. of this
Issued Share Capital, (in each case, assuming no Retail Offer
Shares are issued).
The Directors have concluded that
proceeding with the Placing is the most suitable option available
to the Company for raising additional funds through the issue of
the Placing Shares and that issuing the Placing Shares at a
discount is fair and reasonable so far as all existing Shareholders
are concerned.
NEW MANAGEMENT
INCENTIVE PLAN
The Company is proposing to adopt a
new incentivisation plan, the Growth Plan, to incentivise executive
management and to closely align their interests with
Shareholders. This will be subject to the approval of
Shareholders at the General Meeting.
In designing the Growth Plan, the
Remuneration Committee wanted to ensure that remuneration should be
geared towards long term variable elements vs short term cash
remuneration and that the value creation targets should be truly
rewarding to Shareholders, taking into account the illiquid nature
of the asset class and the risk premium that investors should
expect for supporting growth companies.
The Growth Plan covers the value
created over the next three years and will be measured by reference
to the increase in market capitalisation of the Company following
the Placing calculated by reference to the Enlarged Issued Share
Capital at the Issue Price and compared to the market
capitalisation of the Company at the 60 day volume weighted average
price per Ordinary Share three 3 years post grant. No value
will accrue to recipients beneath a 20 per cent. return and in
order for full value to be delivered, the management team must
deliver a return of 300 per cent. over the next 3 years, which
equates to a share price of 68 pence per Ordinary Share.
Dilution would be circa 7 per cent. on full vesting.
There will be a further announcement
setting out more details on the Growth Plan.
GENERAL MEETING
The Directors do not currently have
sufficient authority to allot the New Ordinary Shares for cash free
of statutory pre-emption rights and accordingly, the Board is
seeking the approval of Shareholders to allot the New Ordinary
Shares at the General Meeting on that basis. The Capital Raising is
conditional, inter alia, upon Shareholders approving the
Resolutions at the General Meeting and upon the Placing Agreement
not having been terminated and becoming unconditional in so far as
it relates to the Placing.
The General Meeting is to be held at
the offices of the Company at 25/7 - 11 York Street, Manchester, M2
2AW at 10.00 a.m. on 24 July 2024.
If the resolutions numbered 1 and 2
in the Notice of General Meeting are not passed by the Shareholders
at the General Meeting, the Capital Raising will not proceed. The
Resolutions can be summarised as follows:
·
Resolution 1 - this will be proposed as an
ordinary resolution (requiring a simple majority of votes in
favour) and seeks the approval of Shareholders to authorise the
Directors to allot the New Ordinary Shares in connection with the
Capital Raising;
·
Resolution 2 - this will be proposed as a special
resolution (requiring the approval of at least 75 per cent. of the
votes cast) and seeks the approval of Shareholders to authorise the
Directors to dis-apply pre-emption rights in connection with the
allotment of the New Ordinary Shares in connection with the Capital
Raising. This authority is being sought to allow the Directors to
issue New Ordinary Shares on a non pre-emptive basis in connection
with the Capital Raising; and
·
Resolution 3 - this will be proposed as an
ordinary resolution (requiring a simple majority of votes in
favour) and seeks the approval of Shareholders to establish, adopt
and/or grant awards under the Growth Plan, as described
above. Further information will be set out in the
Circular.
Save in respect of the allotment of
the New Ordinary Shares, the grant of options to employees under
employee share plans or other similar incentive arrangements and
pursuant to any exercise of existing options in respect of Ordinary
Shares, the Directors have no current intention to allot shares, or
rights to subscribe or convert into shares, in the capital of the
Company.
POSTING OF
CIRCULAR
The Company intends to publish and
send the Circular to Shareholders on or around 8 July 2024, which
will contain the Notice of General Meeting convening the General
Meeting and proposing the Resolutions. The Circular will also be
available on the Company's website: https://www.sisplc.com/.
IMPORTANT
NOTICES
This Announcement may contain "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. These forward- looking statements can be identified
by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "intends", "may", "will",
"seeks", "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a
number of places throughout this Announcement and include
statements regarding the Company's and the Directors' intentions,
beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements
are not guarantees of future performance. The Company's
actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking
statements in this Announcement. In addition, even if the
Company's results of operations, performance, achievements and
financial condition are consistent with the forward-looking
statements in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company
makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or
regulatory obligations) neither the Company, nor the Sole
Bookrunner nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update such
statements. Comparisons of results for current and any prior
periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and
should only be viewed as historical data.
Panmure Liberum is authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom and is
acting exclusively for the Company and no one else in connection
with the Placing or any other matters referred to in this
Announcement, 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 the Sole
Bookrunner 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.
No statement in this Announcement is intended
to be a profit forecast or estimate, and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected
from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant
to the Capital Raising will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website
nor any website accessible by hyperlinks on the Company's website
is incorporated in, or forms part of, this Announcement.
INFORMATION TO
DISTRIBUTORS
UK
product governance
Solely for the purposes of the product
governance requirements contained within of Chapter 3 of the FCA
Handbook Production Intervention and Product Governance Sourcebook
(the "UK Product
Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market
Assessment"). Notwithstanding the Target
Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the
Placing Shares may decline and investors could lose all or part of
their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Sole Bookrunner will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapter 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EEA
product governance
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID
II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures in the European Economic Area
(together, the "MiFID
II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional
clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Sole Bookrunner will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
APPENDIX 1
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
Announcement of the
Placing
|
4 July
2024
|
Announcement of the Retail
Offer
|
4 July
2024
|
Announcement of the results of the
Placing
|
5 July
2024
|
Announcement of the results of the
Retail Offer
|
8 July
2024
|
Expected date of the Circular and of
the posting of the Circular and Forms of Proxy
|
8 July
2024
|
Latest time and date for receipt of completed Forms of Proxy
and receipt of electronic proxy appointments via
CREST
|
10.00 a.m. on 22 July
2024
|
General Meeting
|
10.00 a.m. on 24 July
2024
|
Results of the General Meeting
expected to be announced through a Regulatory Information
Service
|
24 July
2024
|
Expected date for Admission and
commencement of dealings in the Placing Shares and Retail Offer Shares
|
8.00 a.m.
on 25 July 2024
|
Expected date on which CREST
accounts to be credited with Placing Shares in uncertificated
form
|
As soon as
possible following Admission
|
Expected date for despatch of
definitive share certificates in respect of Placing Shares to be
issued in certificated form
|
Within 10
Business Days of Admission
|
|
|
Notes:
(1)
References to times in this Announcement are to
London time (unless otherwise stated).
(2)
Each of the times and dates above are indicative
only and are subject to change. If any of the above times and/or
dates change, the revised times and/or dates will be notified by
the Company to the Shareholders by announcement through a
Regulatory Information Service.
(3)
Admission and the commencement of dealings in the
Placing Shares on AIM are conditional on, inter alia, the passing of the
Resolutions required to implement the Capital Raising.
APPENDIX
2
TERMS AND
CONDITIONS OF THE PLACING
Persons (including individuals,
funds or otherwise) who are invited and who choose to participate
in the Placing, by making an oral or written offer to subscribe for
Placing Shares will be deemed: (i) to have read and understood this
Announcement, including this Appendix, in its entirety; (ii) to be
making such offer on the terms and conditions contained in this
Appendix; and (iii) to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements, and undertakings
contained in this Appendix.
In this Appendix, unless the context
otherwise requires, "Placee" means a Relevant Person
(including individuals, funds or others) by whom or on whose behalf
a commitment to subscribe for Placing Shares has been given. In
particular, each such Placee represents, warrants and acknowledges
to the Company and Panmure Liberum that:
1. it is a Relevant Person (as defined above) and
undertakes that it will subscribe for, acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation, (i) the Placing Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the EU Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of Panmure Liberum has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
3. in the case of any
Placing Shares acquired by it as a financial intermediary, as that
term is used in Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in the United Kingdom other than
Relevant Persons or in circumstances in which the prior consent of
Panmure Liberum has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons
in the United Kingdom other than Relevant Persons, the offer of
those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4. except as otherwise permitted by Panmure Liberum, it is
acquiring the Placing Shares in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities Act
("Regulation S");
and
5. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement
(including this Appendix); and
6. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
The Company and Panmure Liberum will
rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.
Capitalised terms used in this
Appendix shall bear the same meaning as those defined terms used in
the Announcement, unless otherwise defined herein.
Details of the Placing
Panmure Liberum, as sole bookrunner,
has today entered into the Placing Agreement, under which it has
agreed, as agent for the Company, to use its reasonable endeavours
to procure subscribers for the Placing Shares at the Issue Price on
the terms and subject to the conditions set out therein.
The Placing is conditional upon the
Placing Agreement becoming unconditional in all respects and not
terminated.
The Placing Shares will, when
issued, rank pari passu in all respects with the existing issued
ordinary shares in the capital of the Company ("Ordinary Shares"), including the right
to receive dividends and other distributions declared, made or paid
on or in respect of the Ordinary Shares following
Admission.
Application for admission to trading on AIM
Application will be made to the
London Stock Exchange for admission of the Placing Shares
("Admission") to trading on
AIM. Admission is conditional upon, amongst other things,
Shareholders passing the Resolutions, the conditions of the Placing
Agreement being satisfied and the Placing Agreement not having been
terminated in accordance with its terms. It is expected that
Admission will become effective and that dealings in the Placing
Shares will commence on AIM at 8.00 a.m. on 25 July
2024.
Participation in, and principal terms of, the
Placing
Panmure Liberum (whether through
itself or any of its affiliates) is arranging the Placing as sole
bookrunner to the Company and has agreed to use its reasonable
endeavours to procure Placees at the Issue Price for the Placing
Shares. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by
Panmure Liberum.
The number of Placing Shares to be
issued will be agreed between Panmure Liberum and the Company
following completion of a bookbuilding exercise by Panmure Liberum
(the "Bookbuild"). The
results of the Bookbuild will be recorded in the announcement of
the results of the Placing, which will be released via a Regulatory
Information Service following the completion of the
Bookbuild.
Placees wishing to participate in
the Bookbuild are required to communicate their bid by telephone to
their usual contact at Panmure Liberum stating the number of
Placing Shares which the prospective Placee wishes to acquire at
the Issue Price.
Panmure Liberum and the Company will
together determine at their absolute discretion the extent of each
Placee's participation in the Placing, which will not necessarily
be the same for each Placee and this will be confirmed orally or in
writing by Panmure Liberum as agent of the Company ("Confirmation"). A contract note or an
electronic trade confirmation will be dispatched as soon as
possible thereafter. No element of the Placing will be
underwritten. The Confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) to subscribe for the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set
out in this Appendix 2 to this Announcement (a copy of the terms
and conditions having been provided to the Placee prior to or at
the same time as such oral or written confirmation) and in
accordance with the Company's articles of association. For the
avoidance of doubt, the Confirmation constitutes each Placee's
irrevocable legally binding agreement, subject to the Placing
Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s).
Panmure Liberum (after consultation
with the Company) reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Panmure Liberum (after
consultation with the Company) also reserves the right not to
accept offers for Placing Shares or to accept such offers in part
rather than in whole.
The timing of the closing of the
Bookbuild and allocations are at the discretion of the Company and
Panmure Liberum. The Company reserves the right to reduce or seek
to increase the amount to be raised pursuant to the Placing at its
discretion.
Each Placee will be required to pay
to Panmure Liberum, on the Company's behalf, the Issue Price for
each Placing Share agreed to be acquired by it under the Placing in
accordance with the terms set out herein. Each Placee's obligation
to acquire and pay for Placing Shares under the Placing will be
owed to Panmure Liberum and the Company. Each Placee has an
immediate, irrevocable and binding obligation, owed to Panmure
Liberum, to pay in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares such Placee has
agreed to subscribe for. By participating in the Placing, each
Placee will be deemed: (i) to have read and understood the
Announcement and its Appendices in their entirety; (ii) to be
participating in the Placing upon the terms and conditions
contained in this Appendix 2; and (iii) to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix 2. To the
fullest extent permitted by law and the applicable FCA rules (the
"FCA Rules"), neither (i)
Panmure Liberum, (ii) any of its respective directors, partners,
officers, employees or consultants, or (iii) to the extent not
contained within (i) or (ii), any person connected with Panmure
Liberum as defined in the FCA Rules ((i), (ii) and (iii)
being together "affiliates" and individually an "affiliate"), shall
have any liability to Placees or to any person other than the
Company in respect of the Placing.
Irrespective of the time at which a
Placee's participation in the Placing is confirmed, settlement for
all Placing Shares to be subscribed for and acquired pursuant to
the Placing will be required to be made at the same time, on the
basis explained below under 'Registration and
Settlement'.
Completion of the Placing will be
subject to the fulfilment of the conditions referred to below under
'Conditions of the Placing' and to the Placing Agreement not having
been terminated on the basis referred to below under 'Termination
of the Placing Agreement'. In the event that the Placing Agreement
does not otherwise become unconditional in any respect or is
terminated, the Placing will not proceed and all funds delivered by
the Placee to Panmure Liberum in respect of the Placee's
participation will be returned to the Placee at the Placee's risk
without interest.
By participating in the Placing,
each Placee agrees that its rights and obligations in respect of
the Placing will terminate only in the circumstances described
below and will not otherwise be capable of rescission or
termination by the Placee.
Notwithstanding anything to the
contrary in this Announcement or the representations where the
Placee is acting in its capacity as agent, as a discretionary
investment manager on behalf of its underlying clients (who may
include individuals and/or retail clients as defined within MiFID
II and/or the FCA Rules), then the discretionary investment manager
shall be regarded as the Placee for the purpose of this
Announcement and not the underlying client. For the avoidance of
doubt, the representations and warranties are given by the Placee
itself, and not the underlying client(s).
To the fullest extent permissible by
law, neither the Company nor Panmure Liberum nor any of their
affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, neither Panmure Liberum nor any of its affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Bookbuild or
of such alternative method of effecting the Placing as Panmure
Liberum and the Company may agree.
Conditions of the Placing
The obligations of Panmure Liberum
under the Placing Agreement in respect of the Placing Shares are
conditional on, amongst other things:
1. the Resolutions having been passed;
2. the compliance by the Company with all of its
obligations under the Placing Agreement to the extent that they are
required to be performed on or prior to Admission;
3. Admission having occurred not later than 8.00 a.m. on 25
July 2024 or such later date as the Company and Panmure Liberum may
agree, being not later than 8.00 a.m. on 25 August
2024.
If (i) any of the conditions
contained in the Placing Agreement are not fulfilled or waived by
Panmure Liberum by the respective time or date where specified,
(ii) any of such conditions becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and each Placee's
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee in respect thereof.
Panmure Liberum, at its discretion
and upon such terms as it thinks fit, may waive compliance by the
Company with the whole or any part of certain of the Company's
obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement (including its
Appendices).
Neither Panmure Liberum, the Company
or any other person shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision they may make as to whether or not to
waive or to extend the time and/or the date for the satisfaction of
any condition to the Placing nor for any decision they may make as
to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Panmure
Liberum.
Termination of the Placing Agreement
Panmure Liberum is entitled, at any
time before Admission, to terminate the Placing Agreement in
relation to its obligations in respect of the Placing Shares by
giving notice to the Company if, amongst other things:
1. any of the warranties contained in the Placing Agreement
and given by the Company for the benefit of Panmure Liberum is or
becomes (by reference to the facts, matters or circumstances from
time to time existing) untrue, inaccurate or misleading;
2. there has been a breach by the
Company of any of its undertakings, covenants or obligations under
the Placing Agreement which Panmure Liberum considers, in its sole
judgement (acting in good faith) to be (singly or in the aggregate)
material in the context of the Group taken as a whole, the Placing,
Retail Offer, Admission or Post Admission Dealings; or
3. in the opinion of Panmure Liberum there shall have been,
whether or not foreseeable at the date of the Placing Agreement, a
material adverse change in, or any development reasonably likely to
result in or have a prospective material adverse change in or
affecting, the condition (financial, operational, legal or
otherwise), prospects, earnings, net asset value, funding position,
management, business affairs or operations of (i) the Company
or (ii) the Group taken as a whole, whether or not arising in
the ordinary course of business, which Panmure Liberum considers,
in its sole judgement (acting in good faith), to be (singly or in
the aggregate) material in the context of the Group taken as a
whole, the Placing, Retail Offer, Admission or Post Admission
dealings.
Upon such termination, the parties
to the Placing Agreement shall be released and discharged (except
for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to
the Placing Agreement subject to certain exceptions.
By participating in the Placing,
Placees agree that the exercise by Panmure Liberum of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Panmure Liberum and that it
need not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No
prospectus
No offering document, prospectus or
admission document has been or will be submitted to be approved by
the FCA or submitted to the London Stock Exchange in relation to
the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) released by the Company today, and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company, Panmure
Liberum or any other person and neither Panmure Liberum nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the
Placing Shares following Admission will take place within the
system administered by CREST, subject to certain exceptions. The
Company reserves the right to require settlement for and delivery
of the Placing Shares (or a portion thereof) to Placees in
certificated form if, in the opinion of Panmure Liberum, delivery
or settlement is not possible or practicable within the CREST
system or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.
Participation in the Placing is only
available to persons who are invited to participate in it by
Panmure Liberum.
A Placee's commitment to acquire a
fixed number of Placing Shares under the Placing will be agreed
orally or in writing with Panmure Liberum. Such agreement will
constitute a legally binding commitment on such Placee's part to
acquire that number of Placing Shares at the Issue Price on the
terms and conditions set out or referred to in this Appendix and
subject to the Company's articles of association.
Following the close of the
Bookbuild, each Placee allocated Placing Shares in the Placing will
be sent a contract note or an electronic trade confirmation in
accordance with the standing arrangements in place with Panmure
Liberum, stating the number of Placing Shares allocated to it at
the Issue Price, the aggregate amount owed by such Placee to
Panmure Liberum and settlement instructions.
The Company will deliver the Placing
Shares to the CREST account operated by Panmure Liberum as agent
for the Company and Panmure Liberum will enter their delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in
respect of the Placing Shares will take place on 25 July 2024 on a
delivery versus payment basis.
Subject to the conditions set out
above, payment in respect of the Placees' allocation is due as set
out below. Each Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Panmure Liberum. Each Placee should provide its
settlement details in order to enable instructions to be
successfully matched in CREST. The relevant settlement details for
the Placing Shares are as follows:
CREST Participant ID of Panmure
Liberum: 7BUAG
Expected Trade Date: 5 July
2024
Expected Settlement Date: 25 July
2024
ISIN code for the Placing Shares:
GB00BBPV5329
Deadline for Placee to input
instructions into CREST: 10.00 a.m. on 22 July 2024
Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above at the rate of two percentage
points above prevailing Sterling Overnight Index Average (SONIA) as
determined by Panmure Liberum.
Each Placee is deemed to agree that,
if it does not comply with these obligations, the Company may sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the trade confirmation is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf)
acknowledges, undertakes, understands, represents, warrants and
agrees (as the case may be) that:
1. it has read this Announcement, including its Appendices,
in its entirety and that its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2. it has received this Announcement solely for its use and
has not redistributed or duplicated it and will not distribute,
forward, transfer or otherwise transmit this Announcement or any
part thereof to any person;
3. no offering document, prospectus or admission document
has been or will be prepared in connection with the Placing and
represents and warrants that it has not received a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
4. its participation in the Placing shall also be subject
to the provisions of the Placing Agreement and the Company's
articles of association;
5. the Ordinary Shares are admitted to trading on AIM, and
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM (collectively, the "Exchange
Information"), which includes a description of the nature of
the Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty;
6. neither Panmure Liberum, nor the Company nor any of
their respective affiliates or any person acting on behalf of any
of them has provided, nor will they provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Panmure Liberum, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such
information;
7. the content of this Announcement is exclusively the
responsibility of the Company and that neither Panmure Liberum, nor
any person acting on its behalf has or shall have any liability for
any information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the
Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any
other information given or representations, warranties or
statements made by Panmure Liberum or the Company or their
respective affiliates and neither Panmure Liberum nor the Company
nor their respective affiliates will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
8. to the extent it has received any inside information
(for the purposes of MAR) and section 56 of the Criminal Justice
Act 1993) in relation to the Company and its securities, it has
not: (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being
made publicly available;
9. neither Panmure Liberum nor any person acting on its
behalf nor any of their respective affiliates has or shall have any
liability for any publicly available or filed information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10. it has complied with its obligations under the Criminal
Justice Act 1993, the Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (the
"Regulations") and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
11. if it is a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation or the EU
Prospectus Regulation (including any relevant implementing measure
in any member state) the Placing Shares subscribed for by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, Relevant Persons in the UK or Qualified Investors in a member
state of the European Economic Area, or in circumstances in which
the prior consent of Panmure Liberum has been given to the proposed
offer or resale;
12. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or within the meaning of the UK
Prospectus Regulation;
13. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation
(including any relevant implementing measure in any member
state);
14. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
15. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
16. if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) is a Relevant
Person and if it is within a member state of the EEA, it is a
Qualified Investor. For such purposes, it undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
17. any offer of Placing Shares may only be directed at
persons in member states of the European Economic Area who are
Qualified Investors and represents and agrees that, in the European
Economic Area, it is such a Qualified Investor;
18. it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations, and that its subscription of Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or
otherwise;
19. it has complied with all relevant laws of all relevant
territories, obtained all requisite governmental or other consents
which may be required in connection with the Placing Shares,
complied with all requisite formalities and that it has not taken
any action or omitted to take any action which will or may result
in Panmure Liberum, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
20. its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation
to prepare or file a prospectus or similar document or any other
report with respect to such purchase; (ii) any disclosure or
reporting obligation of the Company; or (iii) any registration or
other obligation on the part of the Company;
21. it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Panmure Liberum may in its discretion
determine and without liability to such Placee;
22. neither Panmure Liberum nor any of its affiliates, nor
any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Panmure Liberum for the purposes of the
Placing and that Panmure Liberum has no duties or responsibilities
to it for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination
right;
23. the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither Panmure Liberum nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company
and Panmure Liberum in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock accounts of
Panmure Liberum who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
24. these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Panmure Liberum
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange;
25. Panmure Liberum and its affiliates will rely upon the
truth and accuracy of the representations, warranties and
acknowledgements set forth herein, which are irrevocable, and it
irrevocably authorises Panmure Liberum to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
26. it agrees to indemnify on an after tax basis and hold
Panmure Liberum and its respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in the Appendices and further agrees that the
provisions of the Appendices shall survive after completion of the
Placing;
27. it will acquire any Placing Shares subscribed for by it
for its account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make
the acknowledgements, representations and agreements herein on
behalf of each such account;
28. its commitment to subscribe for Placing Shares on the
terms set out herein and in the relevant contract notes will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and Panmure Liberum. The agreement to settle
a Placee's subscription (and/or the subscription of a person for
whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to
the subscription by it and/or such person direct from the Company
for the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and
neither the Company nor Panmure Liberum shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify Panmure Liberum
accordingly;
29. no action has been or will be taken by any of the
Company, Panmure Liberum or any person acting on behalf of the
Company or Panmure Liberum that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
30. in making any decision to subscribe for the Placing
Shares, it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing. It further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
31. it has (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems
necessary; (b) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision; (c) reviewed such
information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (d)
made its investment decision based upon its own judgment, due
diligence and analysis and not upon any view expressed or
information provided by or on behalf of Panmure Liberum;
32. it may not rely on any investigation that Panmure
Liberum or any person acting on its behalf may or may not have
conducted with respect to the Company, or the Placing and Panmure
Liberum has not made any representation to it, express or
implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by
Panmure Liberum or the Company for the purposes of this
Placing;
33. it will not hold Panmure Liberum nor any of its
affiliates nor any person acting on their behalf responsible or
liable for any misstatements in or omission from any publicly
available information relating to the Company or information made
available (whether in written or oral form) in presentations or as
part of roadshow discussions with investors relating to the Company
(the "Information") and
that neither Panmure Liberum nor any person acting on its behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
34. it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are subscribed will not
be, a resident of, or with an address in, the United States,
Australia, Japan, New Zealand, the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified for offer and sale
nor will a prospectus be published in respect of any of the Placing
Shares under the securities laws or legislation of the United
States, Australia, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which such offer or solicitation is or
may be unlawful and, subject to certain exceptions, may not be
offered, sold, delivered or transferred, directly or indirectly,
within those jurisdictions;
35. unless specifically agreed in writing with Panmure
Liberum, the Placee is a person located outside the United States
and is subscribing for Placing Shares only in an "offshore
transaction" as defined in and pursuant to Regulation S and is not
subscribing for Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares in or into the United States;
36. the Placee is not acquiring Placing Shares as a result
of any "directed selling efforts" as defined in Regulation S or as
a result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act);
37. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given.
The foregoing acknowledgements,
undertakings, understandings, representations, warranties and
agreements are given for the benefit of the Company and Panmure
Liberum as sole bookrunner.
In addition, Placees should note
that they will be liable for any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the subscription by them of any Placing Shares or
the agreement by them to subscribe for any Placing
Shares.
Each Placee and any person acting on
behalf of each Placee acknowledges and agrees that Panmure Liberum
or any of its affiliates may, at their absolute discretion, agree
to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on
behalf of the Placee is dealing with Panmure Liberum, any money
held in an account with Panmure Liberum on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the money of Panmure Liberum in accordance with the
client money rules and will be used by Panmure Liberum in the
course of its own business; and the Placee will rank only as a
general creditor of Panmure Liberum (as applicable).
All times and dates in this
Announcement may be subject to amendment. Panmure Liberum shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is not a guide to
future performance and persons needing advice should consult an
independent financial adviser.
No statement in the Placing
Documents is intended to be a profit forecast or estimate, and no
statement in the Placing Documents should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. Past performance is no
guide to future performance and persons needing advice should
consult an independent financial adviser.
The Placing Shares to be issued
pursuant to the Placing will not be admitted to trading on any
stock exchange other than AIM, a market operated by the London
Stock Exchange.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, the Placing
Documents.
DEFINITIONS
Act
|
the Companies Act 2006, as amended from time to
time
|
Admission
|
admission of the Placing Shares to trading on
AIM, which, subject to and conditional upon certain conditions,
including the passing of the Resolutions required to implement the Capital Raising, is
expected to occur at 8.00 a.m. on 25 July 2024
|
AIM
|
AIM, a market operated by the London Stock
Exchange
|
AIM
Rules or AIM Rules for Companies
|
the AIM Rules for Companies published by the
London Stock Exchange from time to time
|
Board or Directors
|
the current directors of the Company
|
Capital
Raising
|
the Placing and the
Retail Offer
|
Circular
|
means the Company's circular to its
Shareholders to be dated on or around 8 July 2024
|
certificated or in
certificated form
|
a share or other security not held in
uncertificated form (i.e. not in CREST)
|
Company
|
Science in Sport plc, a company incorporated
and registered in England and Wales with registered number
08535116
|
CREST
|
the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & International
Limited is the operator (as defined in the CREST
Regulations)
|
CREST
Regulations
|
the Uncertificated Securities Regulations 2001
(SI 2001/3755) as amended from time to time
|
EBITDA
|
expenses before interest, taxes, depreciation
and amortisation
|
Enlarged Issued Share
Capital
|
the entire issued share capital of the Company
following completion of the Placing and the Retail Offer on
Admission, assuming no other Ordinary Shares are issued between the
date of this document and Admission
|
EU
|
the European Union
|
Existing
Ordinary Shares
|
the 182,272,607 Ordinary Shares in
issue as at the date of this Announcement
|
Financial
Conduct Authority or FCA
|
the Financial Conduct Authority of the United
Kingdom
|
Forms of
Proxy
|
the forms of proxy to be used by Shareholders
having the right to attend and vote on the resolutions to be
proposed at the General Meeting
|
FSMA
|
the Financial Services and Markets Act 2000 (as
amended, modified, consolidated, re-enacted or replaced from time
to time)
|
FY23
|
the financial year ended on 31 December
2023
|
FY24
|
the financial year ending 31 December
2024
|
General
Meeting
|
the general meeting of the Company to be
convened for 10.00 a.m. on 24 July 2024 at 25/7 - 11 York
Street, Manchester, M2 2AW
|
Group
|
the Company and its subsidiary undertakings
from time to time
|
Growth Plan
|
the proposed Growth Plan of the Group in
relation to ordinary shares in the capital of SIS
Limited
|
HSBC
|
HSBC UK Bank plc
|
Issue
Price
|
17 pence
|
Lombard
Equipment Finance
|
Lombard North Central plc
|
London Stock
Exchange
|
London Stock Exchange plc
|
Long Stop
Date
|
means 25 August 2024
|
MAR
|
Market Abuse Regulation
(EU) 596/2014 as it forms part of domestic law in the United
Kingdom by virtue of the EU (Withdrawal) Act 2018
|
MiFID
|
EU Directive 2014/65/EU on markets in financial
instruments, as amended
|
New Ordinary
Shares
|
together the Placing Shares and the Retail
Offer Shares
|
Notice or Notice
of General Meeting
|
the notice of General Meeting to be set out at
the end of the Circular
|
Ordinary
Shares
|
ordinary shares of ten pence each in the share
capital of the Company
|
Panmure
Liberum or Sole Bookrunner
|
Panmure Liberum Limited (company number:
04915201), the Company's financial adviser, nominated adviser,
broker and sole bookrunner in respect of the Placing
|
Placees
|
a person procured by Panmure Liberum on behalf
of the Company who agrees conditionally to subscribe for Placing
Shares on the terms of this Announcement
|
Placing
|
the conditional placing by Panmure Liberum, as
agent for the Company, of the Placing Shares pursuant to the terms,
and subject to the conditions, set out in the Placing
Agreement
|
Placing
Agreement
|
the conditional agreement dated 4
July 2024 between the Company and
Panmure Liberum relating to the Placing, further details of which
are set out in this Announcement
|
Placing
Documents
|
this Announcement, the Placing Results
Announcement, the Circular and any other documents, announcements
or other communications issued by or on behalf of the Company (on
its express instruction) in connection with the Placing or the
offering of the New Ordinary Shares
|
Post Admission
Dealings
|
dealings in the New Ordinary Shares during the
period from Admission until 90 days thereafter
|
Placing
Results Announcement
|
the press announcement to be issued by the
Company, giving details of the numbers of Placing Shares to be
issued by the Company to Placees at the Issue Price
|
Placing
Shares
|
the New Ordinary Shares to be allotted and
issued to institutional and other investors in connection with the
Placing
|
Post Admission
Dealings
|
dealings in the New Ordinary Shares during the
period from Admission until 90 days thereafter
|
Resolutions
|
the resolutions numbered 1, 2 and 3 to be
proposed at the General Meeting, to be set out in the Notice of
General Meeting
|
Retail
Investors
|
existing Shareholders who are resident in the
United Kingdom and are a customer of an Intermediary who agrees
conditionally to subscribe for Retail Offer Shares in the Retail
Offer
|
Retail
Offer
|
the offer of Retail Offer Shares to Retail
Investors, through Intermediaries on the Winterflood retail access
platform
|
Retail
Offer Shares
|
the New Ordinary Shares to be allotted and
issued to Retail Investors in connection with the Retail
Offer
|
Shareholders
|
holders of Ordinary Shares from time to
time
|
subsidiary
undertaking
|
as defined in section 1162 and Schedule 6 of
the Act
|
uncertificated or in
uncertificated form
|
recorded on the register of members of the
Company as being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred by
means of the CREST system
|
United
Kingdom or UK
|
the United Kingdom of Great Britain and
Northern Ireland
|
United
States or US
|
the United States of America, its territories
and possessions, any state of the United States of America and the
District of Columbia
|
US Securities
Act
|
the United States Securities Act of 1933, as
amended
|
Winterflood
|
Winterflood Securities Limited, a company
incorporated and registered in England and Wales with registered
number 02242204
|