REG - Science in Sport PLC - Possible Offer Clarification

Science in SportAnnouncement

16/04/2025 14:45

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RNS Number : 3334F  Science in Sport PLC  16 April 2025

CLARIFICATION OF "STATEMENT OF POSSIBE OFFER FOR SIS BY BD-CAPITAL PARTNERS
LIMITED ("BD-CAPITAL")" RELEASED AT 13.49 P.M. ON 16 APRIL 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 THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE"CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE FOR SCIENCE IN SPORT PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

FOR IMMEDIATE RELEASE

16 April 2025

Science in Sport PLC

(the "Company" or "SiS")

Statement regarding possible offer for SiS by bd-capital Partners Limited
("bd-capital")

The board of directors of the Company (AIM: SiS) (the "Board") notes the
recent rumour and speculations and confirms that it has received an approach
at a price of 34 pence per share from bd-capital which may or may not result
in an offer by bd-capital to acquire the entire issued and to be issued share
capital of the Company (the "Possible Offer").

An independent committee of the Board has carefully evaluated the indicative
terms of the Possible Offer and has concluded that it would be minded to
recommend it, should a firm intention to make an offer pursuant to Rule 2.7 of
the Code be announced.

In accordance with Rule 2.5 of the Code, bd-capital reserves the right to vary
the form and/or mix of the consideration described in this announcement.
bd-capital also reserves the right to make an offer for SiS on less favourable
terms than those described in this announcement: (i) with the agreement or
recommendation of the Board of SiS; (ii) if a third party announces a firm
intention to make an offer for SiS which, at that date, is of a value less
than the value of the Possible Offer; or (iii) following the announcement by
SiS of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a
reverse takeover (as defined in the Code).

If SiS announces, declares or pays any dividend or any other distribution or
return of value to shareholders after the date of this announcement, SiS
reserves the right to make an equivalent reduction to the Possible Offer.

Discussions are at an advanced stage. However, there can be no certainty that
a firm offer will be made.  A further announcement will be made in due course
as appropriate. SiS shareholders are advised to take no action at this time.

Important notes

In accordance with Rule 2.6(a) of the Code, bd-capital is required, by not
later than 5.00 p.m. (London time) on 14 May 2025, being 28 days after the
date of this announcement to either announce a firm intention to make an offer
for the issued and to be issued share capital of SiS in accordance with Rule
2.7 of the Code or announce that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the
Code.

As a consequence of this announcement, an "offer period" has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of SiS shareholders is drawn to the disclosure requirements of Rule
8 of the Code, which are summarised below.

The person responsible for arranging the release of this announcement on
behalf of the Company is Dan Wright.

This announcement has been made with the consent of bd-capital.

For further information, please contact:

 Panmure Liberum Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser  Tel: +44 (0) 20 3100 2000
 and Broker to SiS)
 Bidhi Bhoma / Edward Thomas / John More / Josh Borlant
 Tim Medak (M&A)

 Investec Bank plc (Financial Adviser to bd-capital)                            Tel: +44 (0) 20 7597 5970
 Oliver Cardigan / Joanna Langley / Maria Gomez de Olea

 

Notice related to Financial Advisers

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for SiS and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other than SiS for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as financial
adviser to bd-capital and for no one else in connection with the offer and
will not be responsible to any person other than bd-capital for providing the
protections afforded to clients of Investec, nor for providing advice in
relation to the offer, the content of this announcement or 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 this announcement, any statement contained herein or
otherwise.

Additional information

This announcement is not intended to, and does not, constitute or form part of
any 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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of SiS who are not resident in the
United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of SiS who are not resident in the
United Kingdom will need to inform themselves about, and observe any,
applicable requirements.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested (directly or
indirectly) in 1% 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%
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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
published on the Company's website at https://www.sisplc.com/ promptly and by
no later than 12.00 noon (London time) on the business day following the date
of this announcement.  The content of the Company's website referred to in
this announcement is not incorporated in, and does not form part of, this
announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, SiS confirms that, as at the date of
this announcement, its issued and fully paid share capital consists of
232,272,606 ordinary shares with a nominal value of 10 pence each. The
International Securities Identification Number (ISIN) for the ordinary shares
is GB00BBPV5329.

 

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