REG - Science in Sport PLC - Form 8 (OPD) Science in sport plc

Science in SportAnnouncement

Yesterday 09:15

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RNS Number : 2344H  Science in Sport PLC  02 May 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Science in Sport plc ("SiS")
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Science in sport plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         2 May 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     0      Nil       0
 (2) Cash-settled derivatives:                                        Nil     0      Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil     0      Nil       0
 purchase/sell:
                                                                      Nil     0      Nil       0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 (a)  Interests held by the directors of Science in Sport plc, their close
 relatives and related trusts (excluding share awards set out in (b) below):

Name                Job Title                              Number of ordinary shares  Percentage of existing issued share capital
 Gomrath Ltd         Company Controlled by Daniel P Wright  6,882,352                  2.96
 Mr Daniel P Wright  Executive Chairman                     1,319,141                  0.57
 Mr Roger T Mather   Non-Executive Director                 224,437                    0.10
 Mr Chris Welsh      Chief Financial Officer                208,284                    0.09
 Mr Daniel Lampard   Chief Operating Officer                33,333                     0.01

( )

 (b)  Options and awards granted under Science in Sport plc's share plans held
 by the directors of Science in Sport plc:

Name            Date of grant of right  Number of SiS Subsidiary Shares owned  Number of SiS Shares that may be acquired**  Normal vesting date
 Daniel Wright*  5 July 2024             5,882,353 B ordinary shares            4,494,617                                    5 July 2027

                     3,501,946 C ordinary shares
 Chris Welsh     5 July 2024             2,178,988 C ordinary shares            2,005,062                                    5 July 2027
 Daniel Lampard  5 July 2024             2,714,932 B ordinary shares            2,735,520                                    5 July 2027

                     2,334,630 C ordinary shares

 

 * This includes the rights held by the Elidor Trust.

 ** The number of SiS Shares that may be acquired as consideration for the
 transfer of the relevant SiS Subsidiary Shares to the Company on or around the
 time of the Acquisition has been determined by the SiS Remuneration Committee
 in accordance with the articles of association of the SiS Subsidiary and the
 terms of the Subsidiary Put and Call Options

 (c) Interests held by employee benefit trusts

Name                  Number of Shares Held  % of ISC
 Science in Sport EBT  1,694,395              0.73

 

 (d) Ordinary shares of 0.1 pence each in Science in Sport plc held by
 connected advisers of Science in Sport plc on a non-exempt basis

Financial adviser  Number of ordinary shares  Number of warrants
 N/A                N/A                        N/A

( )

 

(b)  Options and awards granted under Science in Sport plc's share plans held
by the directors of Science in Sport plc:

 

 Name            Date of grant of right  Number of SiS Subsidiary Shares owned  Number of SiS Shares that may be acquired**  Normal vesting date
 Daniel Wright*  5 July 2024             5,882,353 B ordinary shares            4,494,617                                    5 July 2027

                                         3,501,946 C ordinary shares
 Chris Welsh     5 July 2024             2,178,988 C ordinary shares            2,005,062                                    5 July 2027
 Daniel Lampard  5 July 2024             2,714,932 B ordinary shares            2,735,520                                    5 July 2027

                                         2,334,630 C ordinary shares

 

* This includes the rights held by the Elidor Trust.

** The number of SiS Shares that may be acquired as consideration for the
transfer of the relevant SiS Subsidiary Shares to the Company on or around the
time of the Acquisition has been determined by the SiS Remuneration Committee
in accordance with the articles of association of the SiS Subsidiary and the
terms of the Subsidiary Put and Call Options

 

 

(c) Interests held by employee benefit trusts

 

 Name                  Number of Shares Held  % of ISC
 Science in Sport EBT  1,694,395              0.73

 

 

(d) Ordinary shares of 0.1 pence each in Science in Sport plc held by
connected advisers of Science in Sport plc on a non-exempt basis

 

 Financial adviser  Number of ordinary shares  Number of warrants
 N/A                N/A                        N/A

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 N/A

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 N/A

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  2 May 2025
 Contact name:        Chris Welsh
 Telephone number:    +44 (0) 20 7400 3700

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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