REG - Science in Sport PLC - Result of Placing and director dealings

Science in SportAnnouncement

05/07/2024 07:00

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RNS Number : 2471V  Science in Sport PLC  05 July 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY SCIENCE IN SPORT PLC AND
PANMURE LIBERUM LIMITED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.

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.

Science in Sport plc

("Science in Sport" or the "Company")

Result of Placing and director dealings

Science in Sport, the premium performance nutrition company serving elite
athletes, sports enthusiasts and the active lifestyle community, is pleased to
announce that, following the announcement made yesterday (the "Launch
Announcement") regarding the launch of the proposed placing (the "Placing") it
has successfully placed 47,058,823 new ordinary shares of 10 pence each in the
capital of the Company (the "Placing Shares") at a price of 17 pence per share
(the "Issue Price") raising gross proceeds of approximately £8.0 million.

The Placing Shares represent 25.8 per cent. of the issued ordinary share
capital of the Company prior to the Placing.

Panmure Liberum Limited ("Panmure Liberum") is acting as Nominated Adviser,
Broker and Sole Bookrunner in connection with the Placing.

Substantial shareholder related party transaction

Lombard Odier Investment Managers ("Lombard Odier") is considered to be a
related party of the Company for the purposes of Rule 13 of the AIM Rules for
Companies by virtue of its status as a substantial shareholder of the Company.

Lombard Odier has agreed to subscribe for 13,093,882 Placing Shares, as part
of the Placing (the "Related Party Transaction").

The Directors (excluding Daniel Wright and Christopher Welsh who are
participating in the Placing and Henry Turcan, who is a board representative
of Lombard Odier Investment Managers) (the "Independent Directors") having
consulted with the Company's Nominated Adviser, Panmure Liberum, consider that
the terms of the Related Party Transaction are fair and reasonable insofar as
the shareholders of the Company are concerned.

Director participation

Daniel Wright (Executive Chairman) and Christopher Welsh (Chief Financial
Officer) participated in the Placing as follows:

 Director           Existing shareholding prior to the Placing  Number of Placing Shares to be issued  Total number of Ordinary Shares to be held on Admission  Resultant shareholding on Admission (%)*
 Daniel Wright      1,706,141                                   5,882,352                              7,588,493                                                3.27%
 Christopher Welsh  -                                           147,058                                147,058                                                  0.06%

 

*Assuming the Retail Offer is taken up in full

Notice of General Meeting

The Circular containing further details of the Placing, the Notice of General
Meeting to be held at 11 York Street, Manchester, M2 2AW at 10.00 a.m. on 24
July 2024 and containing the Form of Proxy for the General Meeting is expected
to be despatched to Shareholders on or around 8 July 2024 and will
thereafter be available on the Company's website
at https://www.sisplc.com/results-centre.

Admission

Application will be made to London Stock Exchange plc for the Placing Shares
to be admitted to trading on AIM ("Admission"). It is expected that Admission
will become effective and that dealings in the Placing Shares will commence at
8.00 a.m. on 25 July 2024 (being the Business Day following the General
Meeting), subject to the Resolutions being passed at the General Meeting.

The Placing Shares will, when issued, be credited as fully paid and will be
issued subject to the Company's articles of association and will rank pari
passu in all respects with the existing issued Ordinary Shares.

Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Launch Announcement, save where context otherwise
dictates.

 

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

 

IMPORTANT NOTICES

The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (as
amended). Reliance on this Announcement for the purpose of engaging in any
investment activity may expose an individual to a significant risk of losing
all of the property or other assets invested.

This Announcement may contain and the Company may make verbal statements
containing "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. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

Panmure Liberum is authorised by FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the Placing,
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 Panmure Liberum 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.

The distribution of this Announcement in certain jurisdictions may be
restricted by law. This Announcement is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States of America, Australia, Japan or the Republic of South Africa or
in any jurisdiction in which such offer or solicitation would be unlawful and
should not be relied upon in connection with any decision, or as any
inducement, to subscribe for or acquire any Placing Shares. In particular,
this Announcement does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or subscribe for,
any securities in the United States. No public offer of securities is being
made in the United Kingdom or elsewhere.

This Announcement is not an offer of securities for sale or a solicitation of
any offer to purchase securities in the United States. Placing Shares may not
be offered or sold in the United States absent registration under the US
Securities Act of 1933, or an exemption therefrom. The Company has not and
does not intend to register any securities under the US Securities Act and
does not intend to offer any securities to the public in the United States. No
money, securities or other consideration from any person inside the United
States is being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted. The Placing Shares have
not been and will not be registered with any regulatory authority of any state
within the United States.

This Announcement contains inside information for the purposes of Article 7 of
the UK version of the EU Market Abuse Regulation which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented from time to time including by the Market Abuse (Amendment) (EU
Exit) Regulations 2019 (SI 2019/ 310) ("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.

 

 

 

The information below set out in accordance with the requirement of the EU
Market Abuse Regulation provides further detail.

 

 Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
 596/2014
 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name                                                         Daniel Wright
 2   Reason for notification
 a.  Position/Status                                              Executive Chairman
 b.  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         Science in Sport plc
 b.  LEI                                                          213800FWYWBJFJPPJ981
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a.  Description of the financial instrument, type of instrument  Ordinary Shares of 10 pence each

Identification Code

ISIN: GB00BBPV5329
 b.  Nature of the transaction                                    Purchase of shares

 c.  Price(s) and volume(s)
                                                                              Price(s)    Volume(s)
      17 pence                                                                5,882,353

 d.  Aggregated information                                        n/a (single transaction)

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      5 July 2024
 f.  Place of the transaction                                     London Stock Exchange, AIM

 

 

 Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
 596/2014
 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name                                                         Christopher Welsh
 2   Reason for notification
 a.  Position/Status                                              Chief Financial Officer
 b.  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         Science in Sport plc
 b.  LEI                                                          213800FWYWBJFJPPJ981
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a.  Description of the financial instrument, type of instrument  Ordinary Shares of 10 pence each

Identification Code

ISIN: GB00BBPV5329
 b.  Nature of the transaction                                    Purchase of shares

 c.  Price(s) and volume(s)
                                                                              Price(s)    Volume(s)
      17 pence                                                                147,059

 d.  Aggregated information                                        n/a (single transaction)

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      5 July 2024
 f.  Place of the transaction                                     London Stock Exchange, AIM

 

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