REG - Science in Sport PLC - Proposed Placing and Retail Offer
04/07/2024 17:15
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RNS Number : 2309V Science in Sport PLC 04 July 2024
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/
(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/
(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 8 July 2024
Proxy
Latest time and date for receipt of completed Forms of Proxy and receipt of 10.00 a.m. on 22 July 2024
electronic proxy appointments via CREST
General Meeting 10.00 a.m. on 24 July 2024
Results of the General Meeting expected to be announced through a Regulatory 24 July 2024
Information Service
Expected date for Admission and commencement of dealings in the Placing Shares 8.00 a.m. on 25 July 2024
and Retail Offer Shares
Expected date on which CREST accounts to be credited with Placing Shares in As soon as possible following Admission
uncertificated form
Expected date for despatch of definitive share certificates in respect of Within 10 Business Days of Admission
Placing Shares to be issued in certificated form
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
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