REG - Science in Sport PLC - Publication of Scheme Document

Science in SportAnnouncement

06/05/2025 07:00

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RNS Number : 3420H  Science in Sport PLC  06 May 2025

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

FOR IMMEDIATE RELEASE

6 May 2025

RECOMMENDED CASH ACQUISITION

of

Science in Sport plc ("SiS")

by

Einstein Bidco Limited ("Bidco")

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

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

 

PUBLICATION OF SCHEME DOCUMENT

 

On 17 April 2025, the board of directors of Bidco, a newly formed company
indirectly wholly-owned by funds advised by bd-capital, and the Independent
SiS Directors announced that they had reached agreement on the terms and
conditions of a recommended all cash acquisition, pursuant to which Bidco will
acquire the entire issued, and to be issued, share capital of SiS (the
"Acquisition"). It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of
the Companies Act 2006 (the "Act").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in Part VII of the Scheme Document. All
references to times in this announcement are to London times unless otherwise
stated.

Publication of the Scheme Document

SiS is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document") has been published today, setting out (among other things)
an explanatory statement pursuant to section 897 of the Act, the full terms
and conditions of the Acquisition, an expected timetable of principal events,
notices of the Court Meeting and the General Meeting and details of the
actions to be taken by SiS Shareholders, together with the related Forms of
Proxy for the Court Meeting and the General Meeting. The Scheme Document will
be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on SiS' website at
https://www.sisplc.com/possible-offer/ .

Hard copies of the Scheme Document (or, depending on SiS Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting will be sent to SiS Shareholders, other than
to SiS Shareholders in Restricted Jurisdictions and, for information only, to
holders of options under the SiS Share Option Plan.

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; (ii)
eligible SiS Shareholders vote in favour of the Rollover and Bonuses
Resolution and Special Resolution to be proposed at the General Meeting. The
Scheme must also be sanctioned by the Court. The Scheme is also subject to the
satisfaction or waiver (where applicable) of the other Conditions and further
terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, both of which will be
held at the offices of Addleshaw Goddard LLP at One St Peter's Square,
Manchester, M2 3DE on 29 May 2025 are set out in the Scheme Document. The
Court Meeting will start at 10.30 am on that date and the General Meeting at
10.45 am or as soon thereafter as the Court Meeting concludes or is adjourned.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders and SiS Shareholders before the
Meetings, through SiS' website at https://www.sisplc.com/possible-offer/
(https://www.sisplc.com/possible-offer/) and by announcement through a
Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of shareholder opinion. Whether or not Scheme Shareholders
intend to attend, speak and/or vote at the Court Meeting, Scheme Shareholders
are strongly encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using any of the
methods set out in the Scheme Document, to ensure their vote is
recorded. Scheme Shareholders are strongly encouraged to appoint "the
Chairman of the meeting" as their proxy. Details of the action to be taken by
SiS Shareholders in connection with the Acquisition are set out in pages 10 to
13 and at paragraph 16 of Part II (Explanatory Statement) of the Scheme
Document.

Irrevocable undertakings

Bidco has received from each of the Independent SiS Directors who holds SiS
Shares an irrevocable undertaking to vote in favour (or procure a vote in
favour) of the Scheme at the Court Meeting and the Resolutions (including the
Rollover and Bonuses Resolution) to be proposed at the General Meeting in
respect of their interests in 224,437 SiS Shares representing, in aggregate,
approximately 0.10 per cent. of SiS' total issued share capital as at the
Latest Practicable Date.

In addition, Bidco has received irrevocable undertakings to vote in favour (or
procure a vote in favour) of the Scheme at the Court Meeting and the
Resolutions (including the Rollover and Bonuses Resolution) to be proposed at
the General Meeting from certain SiS Shareholders who hold, in aggregate,
97,387,651 SiS Shares, representing approximately 41.93 per cent. of the
issued share capital of SiS as at the Latest Practicable Date.

In addition, pursuant to the terms of the Share Exchange and Equity Terms Deed
(further details of which are set out in paragraph 11 of Part I (Letter from
the Independent SiS Directors) of the Scheme Document), the Rolling Managers,
BUW and the DW Shareholding Entities who hold, in aggregate, 8,443,109 SiS
Shares representing approximately 3.63 per cent. of the issued share capital
of SiS as at the Latest Practicable Date, have also undertaken (to the extent
applicable) to vote in favour (or procure a vote in favour) of the Special
Resolution at the General Meeting. The SiS Shares held by the Rolling
Managers, BUW and the DW Shareholding Entities (including those to be acquired
pursuant to the SiS Subsidiary Put and Call Options) are subject to the Share
Exchange and Equity Terms Deed and are Excluded Shares which are not subject
to the Scheme. The Rolling Managers and the DW Shareholding Entities are not
eligible to vote at the Court Meeting or to vote on the Rollover and Bonuses
Resolution at the General Meeting, but can vote on the Special Resolution to
be proposed at the General Meeting. As at the Latest Practicable Date, BUW did
not hold any SiS Shares.

Recommendation

The Independent SiS Directors, who have been so advised by Panmure Liberum as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to the
Independent SiS Directors, Panmure Liberum have taken into account the
commercial assessments of the Independent SiS Directors. Panmure Liberum is
providing independent financial advice to the Independent SiS Directors for
the purposes of Rule 3 and Rule 16.2 of the Takeover Code.

Accordingly, in order to implement the Acquisition, the Independent SiS
Directors recommend unanimously that Scheme Shareholders vote, or procure
votes, in favour of the Scheme at the Court Meeting, that Independent SiS
Shareholders vote, or procure votes, in favour of the Rollover and Bonuses
Resolution and SiS Shareholders vote, or procure votes, in favour of the
Special Resolution, both to be proposed at the General Meeting, as the
Independent SiS Directors who are interested in SiS Shares have
irrevocably undertaken to do in respect of their own entire interests in SiS
Shares.

SiS Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Timetable

All times shown are London times unless otherwise stated. The dates and times
given are indicative only and are based on SIS' and Bidco's current
expectations and may be subject to change.

 Event                                                                           Time and/or date

 Latest time for lodging Forms of Proxy for the:

 Court Meeting (BLUE form)                                                       10.30 a.m. on 27 May 2025((1))

 General Meeting (WHITE form)                                                    10.45 a.m. on 27 May 2025((2))

 Voting Record Time for the Court Meeting and the General Meeting                6.30 p.m. on 27 May 2025((3))

 Court Meeting                                                                   10.30 a.m. on 29 May 2025

 General Meeting                                                                 10.45 a.m. on 29 May 2025((4))

 The following dates are indicative only and are subject to change((5)):

 Court Sanction Hearing                                                          12 June 2025

 Last day of dealings in, and for registration of transfers of, and disablement  13 June 2025
 in CREST of, SiS Shares
 Scheme Record Time                                                              6.00 p.m. on 13 June 2025

 Dealings in SiS Shares suspended                                                7.30 a.m. on 16 June 2025

 Effective Date of the Scheme                                                    16 June 2025

 Cancellation of admission of SiS Shares to trading on AIM                       7.00 a.m. on 17 June 2025

 Latest date for despatch of cheques and crediting of CREST for Consideration    Within 14 days of the Effective Date
 due under the Scheme

 Long Stop Date                                                                  6 September 2025((6))

 

 

Notes:

1.             It is requested that BLUE Forms of Proxy for the
Court Meeting be lodged no later than 48 hours (excluding any part of a day
that is not a Business Day) before the time and date set for the Court
Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may
be handed to the Chair of the Court Meeting or to Equiniti at any time before
the time that the Court Meeting is due to commence and will still be valid.

2.             WHITE Forms of Proxy for the General Meeting must
be lodged no later than 48 hours (excluding any part of a day that is not a
Business Day) before the time and date set for the General Meeting. WHITE
Forms of Proxy for the General Meeting not lodged by this time will be
invalid.

3.             If either the Court Meeting or the General Meeting
is adjourned, the Voting Record Time for the relevant adjourned meeting will
be 6.30 p.m. on the date falling two Business Days before the date of the
adjourned Meeting.

4.             To commence at 10.45 a.m. or as soon thereafter as
the Court Meeting shall have concluded or been adjourned.

5.             These dates and times are indicative only and will
depend, among other things, on the date upon which (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of
Companies.

6.             This is the latest date by which the Scheme may
become Effective unless SiS and Bidco agree (and the Panel and, if required,
the Court permit) a later date or if the Panel requires an extension to the
Long Stop Date pending final determination of an issue under section 3(g) of
Appendix 7 to the Takeover Code.

 

Cancellation of admission to trading on AIM of SiS Shares and re-registration
of SiS

Prior to the Scheme becoming Effective, it is intended that SiS will make an
application to the London Stock Exchange for the admission of the SiS Shares
to trading on AIM to be cancelled with effect from shortly after the Effective
Date.

The last day of dealings in, and for registration of transfers of, SiS Shares
on AIM is expected to be the Business Day immediately prior to the Effective
Date and no transfers will be registered after 6.00 p.m. (London time) on that
day other than to Bidco (or as Bidco may direct) pursuant to the SiS Articles,
as proposed to be amended by the Resolutions to be proposed at the General
Meeting.

On the Effective Date, share certificates held by Scheme Shareholders in
respect of SiS Shares will cease to be valid and should be destroyed. In
addition, entitlements to SiS Shares held in CREST will be cancelled on the
Effective Date.

It is also proposed that, following the Effective Date and after the admission
to trading of SiS Shares on AIM has been cancelled, SiS will be re-registered
as a private limited company under the relevant provisions of the Act.

Questions

If SiS Shareholders have any questions about this announcement, the Scheme
Document, the Court Meeting or the General Meeting, or you are in any doubt as
to how to submit your proxies electronically or how to complete the Forms of
Proxy, please contact the Shareholder Helpline operated by Equiniti, SiS'
registrar, on +44 (0)371 384 2050. Please use the country code if calling from
outside the UK. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to
Friday (except public holidays in England and Wales). Calls from outside the
UK will be charged at the applicable international rate. Different charges may
apply to calls from mobile telephones. Please note that calls may be monitored
or recorded and Equiniti cannot provide advice on the merits of the
Acquisition or the Scheme or give any financial, legal or tax advice.

 

Enquiries

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

 Oliver Cardigan

 Maria Gomez de Olea

 Joanna Langley

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

 Investment Banking:

 Bidhi Bhoma

 Edward Thomas

 John More

 Joshua Borlant

 M&A:

 Tim Medak

Addleshaw Goddard LLP is acting as legal adviser to SiS in connection with the
Acquisition. Stephenson Harwood LLP is acting as legal adviser to bd-capital
and Bidco in connection with the Acquisition.

Important Notices

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

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

Further information

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

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

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

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, UK MAR, the Disclosure Guidance and Transparency Rules
and the AIM Rules and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England. Nothing in this
announcement should be relied on for any other purpose.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws and/or regulations of those jurisdictions and therefore persons into
whose possession this announcement comes who are subject to the laws and/or
regulations of any jurisdiction other than the United Kingdom should inform
themselves about and observe any such applicable laws and/or regulations in
their jurisdiction. In particular, the ability of persons who are not resident
in the United Kingdom or who are subject to the laws of another jurisdiction
to participate in the Acquisition or to vote their SiS Shares with respect to
the Scheme at the Court Meeting, the Resolutions at the General Meeting, or to
execute and deliver Forms of Proxy appointing another person as proxy to vote
at the Court Meeting or the General Meeting on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located or to which
they are subject. Any failure to comply with such restrictions may constitute
a violation of the securities laws of such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws or regulations
in that jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality or from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
or regulations of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the
FCA.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition.

Further details and information in relation to Overseas Shareholders are
contained in the Scheme Document.

Additional information for U.S. investors

U.S. SiS Shareholders should note that the Acquisition relates to an offer for
the shares of a UK company and is being made by means of a scheme of
arrangement provided for under English company law. The Acquisition, to be
implemented by way of a scheme of arrangement, is not subject to the tender
offer rules or the proxy solicitation rules under the U.S. Exchange Act, as
amended. Accordingly, the Acquisition is subject to the requirements and
practices applicable to a scheme of arrangement involving a target company in
the UK traded on AIM, which differ from the requirements of the U.S. tender
offer and proxy solicitation rules. The financial information with respect to
SiS included in the Scheme Document has been prepared in accordance with IFRS
and thus may not be comparable to the financial information of U.S. companies
or companies whose financial statements are prepared in accordance with
generally accepted accounting principles in the U.S. If, in the future, Bidco
exercises its right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Takeover Offer into the U.S., the Acquisition
will be made in compliance with applicable U.S. tender offer rules.

It may be difficult for U.S. SiS Shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws in
connection with the Acquisition, since SiS and Bidco are each located in a
country other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. U.S. shareholders may not be able to sue SiS, Bidco or their
respective officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel SiS or Bidco and
their respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court for violations of the U.S. securities laws.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies
and their respective nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares or other
securities of SiS outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made, they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and would
comply with applicable law, including the U.S. Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco or SiS contain statements which are, or may be
deemed to be, "forward-looking statements". All statements other than
statements of historical facts included in this announcement, may be
forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of Bidco and SiS about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on bd-capital,
Bidco, the Wider Bidco Group, SiS, the Wider SiS Group, the expected timing
and scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements include statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii) business and
management strategies and the expansion and growth of bd-capital's, Bidco's or
SiS' operations and potential synergies resulting from the Acquisition.

Although Bidco and SiS believe that the expectations reflected in such
forward-looking statements are reasonable, neither Bidco nor SiS can give
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.

There are a number of factors that could affect the future operations of the
Wider SiS Group, the Wider Bidco Group or the Enlarged Group or that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; domestic and global
business and economic conditions; the impact of pandemics, asset prices;
market-related risks such as fluctuations in interest rates and exchange
rates, industry trends, competition, changes in government and regulation,
changes in the policies and actions of governments and/or regulatory
authorities (including changes related to capital and tax), changes in
political and economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the ongoing
Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption
in business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Bidco Group to integrate successfully the SiS Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities) or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither bd-capital, the Bidco Group, nor the SiS Group, nor any
of their respective associates or directors, officers or advisers, provides
any representation, warranty, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements in this
announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Takeover Code, UK MAR, the AIM Rules and the DTRs), neither bd-capital, the
Wider Bidco Group, nor the Wider SiS Group is under or undertakes any
obligation, and each of the foregoing expressly disclaims any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

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

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

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

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

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

No profit forecasts or estimates

The SiS Profit Forecast constitutes an ordinary course profit forecast for SiS
published before the start of the Offer Period for the purposes of Note 2(a)
on Rule 28.1 of the Takeover Code. As required by Rule 28.1(c)(i) of the
Takeover Code, the SiS Profit Forecast, the assumptions on the basis of which
it was compiled and the SiS Directors' confirmations in relation to it are set
out in paragraph 5 of this announcement.

Other than the SiS Profit Forecast, no statement in this announcement is
intended, or is to be construed, as a profit forecast, profit estimate or
quantified financial benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Bidco or SiS for the current or future financial years will
necessarily match or exceed the historical published earnings or earnings per
share for Bidco or SiS.

Rounding

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

Publication on a website

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

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SiS Shareholders may
request a hard copy of this announcement (and any information incorporated by
reference in this announcement), free of charge, by contacting Equiniti during
business hours on 0371 384 2050  (from within the United Kingdom) and +44 (0)
371 384 2050 (from outside the United Kingdom) or by submitting a request in
writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA, United Kingdon. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines will be open between 9.00 a.m. to
5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Scheme process

In accordance with Section 5 of Appendix 7 of the Takeover Code, SiS will
announce through a Regulatory Information Service key events in the Scheme
process including the outcomes of the Meetings and the Court Sanction Hearing.

Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the Meetings (or any later date to which such meetings are
adjourned). In accordance with Section 11 of Appendix 7 of the Takeover Code,
if the Scheme lapses or is withdrawn, all documents of title and other
documents lodged will be returned as soon as practicable and in any event
within 7 days of such lapsing or withdrawal.

Electronic communications / information relating to SiS Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by SiS Shareholders, persons with information rights and
other relevant persons for the receipt of communications from SiS may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 to the Takeover Code.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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