REG - Science in Sport PLC - Disclosure under Rule 2.10 of the Takeover Code

Science in SportAnnouncement

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RNS Number : 3052H  Science in Sport PLC  02 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

2 May 2025

RECOMMENDED CASH ACQUISITION

of

Science in Sport plc ("SiS")

by

Einstein Bidco Limited ("Bidco")

a newly formed company indirectly wholly-owned by funds advised by bd-capital
Partners Limited ("bd-capital")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

DISCLOSURE UNDER RULE 2.10(C) OF THE CODE

On 17 April 2025, the board of directors of Bidco and the Independent SiS
Directors announced that they had reached agreement on the terms and
conditions of a recommended all cash acquisition, pursuant to which Bidco will
acquire the entire issued, and to be issued, share capital of SiS (the
"Acquisition") (the "Rule 2.7 Announcement"). It is intended that the
Acquisition will be implemented by way of a Court-sanctioned scheme of
arrangement (the "Scheme") under Part 26 of the Companies Act.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Bidco had received certain
irrevocable undertakings to vote in favour (or procure a vote in favour) of
the Scheme at the Court Meeting and the Resolutions (including the Rollover
and Bonuses Resolution) to be proposed at the General Meeting from certain SiS
Shareholders who held, in aggregate, 85,858,504 SiS Shares, representing
approximately 36.96 per cent. of the issued share capital of SiS as at 16
April 2025 (being the latest practicable date prior to the Rule 2.7
Announcement).

On 2 May 2025, Bidco received further irrevocable undertakings to vote in
favour (or procure a vote in favour) of the Scheme at the Court Meeting and
the Resolutions (including the Rollover and Bonuses Resolution) to be proposed
at the General Meeting from Enming Zhang who holds 11,529,147 SiS Shares,
representing approximately 4.96 per cent. of the issued share capital of SiS
as at 1 May 2025 (being the latest practicable date prior to the date of this
announcement) (the "Enming Zhang Irrevocable").

The Enming Zhang Irrevocable will cease to be binding if:

·      the Acquisition has not been completed by the Long Stop Date;

·      a person (other than Bidco, a subsidiary of Bidco or any person
acting in concert with Bidco) announces a firm intention to make an offer (in
accordance with Rule 2.7 of the Code) to acquire the SiS Shares where the
value of the consideration per SiS Share is at least 37.4 pence per SiS Share,
being at least 10 per cent. more than the value for each SiS Share offered by
Bidco pursuant to the terms of the Acquisition, as at the date on which such
firm intention to make an offer is announced and the board of directors of SiS
(or a duly authorised committee thereof), having taken advice from its
financial advisers, agrees and resolves to recommend such offer to SiS
Shareholders; or

·      the Acquisition lapses or is withdrawn in a manner which is
permitted by the Panel.

As a result, following receipt of the Enming Zhang Irrevocable, Bidco has now
received irrevocable undertakings to vote in favour (or procure a vote in
favour) of the Scheme at the Court Meeting and the Resolutions (including the
Rollover and Bonuses Resolution) to be proposed at the General Meeting from
certain SiS Shareholders who hold, in aggregate, 97,387,651 SiS Shares,
representing approximately 41.93 per cent. of the issued share capital of SiS
as at 1 May 2025 (being the latest practicable date prior to the date of this
announcement).

Enquiries:

 Investec (Financial Adviser to bd-capital and Bidco)                       +44 (0) 20 7597 4000

 Oliver Cardigan

 Maria Gomez de Olea

 Joanna Langley

 Panmure Liberum (Financial Adviser, Rule 3 Adviser, Nominated Adviser and  +44 (0) 20 3100 2000
 Broker to SiS)

 Investment Banking:

 Bidhi Bhoma

 Edward Thomas

 John More

 Joshua Borlant

 M&A:

 Tim Medak

 

Important Notices

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA, is acting exclusively for bd-capital and Bidco
as financial adviser and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its client in
relation to such matters and accordingly will not be responsible to anyone
other than bd-capital and Bidco for providing the protections afforded to
clients of Investec, nor for providing advice in relation to any matter
referred to in this announcement. Neither Investec nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Investec in connection with the matters referred to in this announcement, any
statement contained herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Investec by the Financial
Services and Markets Act 2000, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Investec nor any of its subsidiaries, branches or
affiliates accepts any responsibility or liability whatsoever for the contents
of this announcement or for the omission of any material information for which
it is not responsible, and no representation or warranty, express or implied,
is made by it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness or
verification of any other statement made or purported to be made by it, or on
its behalf, in connection with the Acquisition or the matters described in
this announcement. To the fullest extent permitted by applicable law,
Investec, its subsidiaries, branches and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above in this paragraph) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Panmure Liberum Ltd ("Panmure Liberum"), which is authorised and regulated by
the FCA in the United Kingdom, is acting as adviser for the purposes of Rule 3
of the Code and financial adviser to SiS and no one else in connection with
the matters referred to in this Announcement and will not be responsible to
anyone other than SiS for providing the protections afforded to clients of
Panmure Liberum, or for providing advice in relation to the matters referred
to in this Announcement. Neither Panmure Liberum nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Liberum in connection with the
matters referred to in this Announcement, any statement contained herein or
otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of SiS in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely pursuant
to the terms of the Scheme Document (or, if the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how SiS Shareholders may vote in respect of the Acquisition. Any vote,
approval, decision in respect of, or other response to, the Acquisition should
be made only on the basis of the information contained in the Scheme Document
(or any other document by which the Acquisition is made by way of a Takeover
Offer).

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement does not constitute a prospectus or prospectus equivalent or
exempted document.

No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement and the
Enming Zhang Irrevocable will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on SiS'
website at https://www.sisplc.com/possible-offer/ by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement.

For the avoidance of doubt, neither the content of this website nor the
contents of any websites accessible from any hyperlinks is incorporated into
or forms part of this announcement.

 

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