REG - Science in Sport PLC - Retail Offer for up to £0.5 million

Science in SportAnnouncement

04/07/2024 17:15

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RNS Number : 2314V  Science in Sport PLC  04 July 2024

THIS ANNOUNCEMENT 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.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
SCIENCE IN SPORT PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF SCIENCE IN SPORT PLC.

 

Science in Sport plc

(the "Company" or the "Group")

Retail Offer for up to £0.5 million

Science in Sport plc (AIM: SIS), the premium performance nutrition company
serving elite athletes, sports enthusiasts, and the active lifestyle
community, is pleased to announce a retail offer via the Winterflood Retail
Access Platform ("WRAP") to raise up to £0.5m (the "Retail Offer") through
the issue of new ordinary shares of 10 pence each in the capital of the
Company ("Ordinary Shares").  Under the Retail Offer up to 2,941,176 new
Ordinary Shares (the "Retail Offer Shares") will be made available at a price
of 17 pence per share ("Issue Price").

In addition to the Retail Offer and as announced earlier today, the Company is
also proposing a placing (the "Placing") of new Ordinary Shares (the "Placing
Shares") to raise approximately £8.0m (before expenses) through a bookbuild
process at the Issue Price. The Issue Price represents a discount of
approximately 8.1 per cent. to the mid-market closing price of 18.5 pence an
Ordinary Share on 3 July 2024 (being the latest practicable date prior to this
announcement).

 

The Retail Offer and the Placing (together the "Capital Raising") will raise
an aggregate gross amount for the Company of approximately £8.5m.

 

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and the intended use of proceeds.  It is
intended that the proceeds of the Retail Offer will provide further liquidity
headroom.

 

For the avoidance of doubt, the Retail Offer is not part of the Placing.
Completion of the Retail Offer is conditional, inter alia, upon the completion
of the Placing.

 

The Capital Raising is conditional on the New Ordinary Shares being admitted
to trading ("Admission"). on AIM, being a market of that name operated by
London Stock Exchange plc ("AIM"). It is anticipated that Admission will
become effective and that dealings in the New Ordinary Shares will commence on
AIM, at 8.00 a.m. on 25 July 2024.

 

 

Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the Retail Offer.

 

Therefore, the Company is making the Retail Offer open to eligible investors
in the United Kingdom, being existing shareholders of the Company, through
certain financial intermediaries following release of this announcement.

 

Existing shareholders of the Company can contact their broker or wealth
manager for details of how to participate in the Retail Offer.

 

The Retail Offer is expected to close at 5.00 p.m. on 5 July 2024. Eligible
shareholders should note that financial intermediaries may have earlier
closing times.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the Retail Offer, applicants must be (a) a
customer of a participating intermediary and (b) a shareholder in the Company
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations) prior to placing an order for Retail Offer Shares.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed £0.5m.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of Financial Services
and Markets Act 2000 (as amended). As such, there is no need for publication
of a prospectus pursuant to the Prospectus Regulation Rules of the Financial
Conduct Authority ("FCA"), or for approval of the same by the FCA. The Retail
Offer is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the
United Kingdom by virtue of the EU (Withdrawal) Act 2018EU (as amended)
("MAR").

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

For further information:

 Science in Sport plc                                                      T: 020 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: 020 3100 2000
 Richard Lindley

 John More

 Anake Singh

 Winterflood Retail Access Platform                                        WRAP@winterflood.com

 Joe Winkley, Sophia Bechev                                                T: 020 3100 0286

 

The Company's LEI is 213800FWYWBJFJPPJ981 .

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 Important Notices

 

The content of this announcement has been prepared by, and is the sole
responsibility of, the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from and does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction. No public offer of the securities referred to herein is being
made in any such jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd ("Winterflood"), whose registered address at Riverbank House, 2
Swan Lane, London EC4R 3GA; FRN 141455. Winterflood is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the Retail
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this announcement.

 

The value of the Retail Offer Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market movements. When
you sell your investment, you may get back less than you originally invested.
Returns may increase or decrease as a result of currency fluctuations.

 

Certain statements in this announcement and the other announcements referred
to herein are forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not historical facts.
These forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "intend", "estimate", "expect" and words of similar
meaning, include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and uncertainties that
could cause the actual results of operations, financial condition, liquidity
and dividend policy and the development of the industries in which the
Company's businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. Given those
risks and uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange plc or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than AIM.

 

It is further noted that the Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as Nominated Adviser and sole
bookrunner to the Company in connection with the Placing. Panmure Liberum has
not authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Panmure Liberum for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information. 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 therefor is expressly disclaimed. The responsibilities of Panmure
Liberum as the Company's Nominated Adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director or shareholder
of the Company or any other person, in respect of its decision to acquire
shares in the capital of the Company in reliance on any part of this
announcement, or otherwise.

 

Winterflood is authorised and regulated by the FCA in the United Kingdom.
Winterflood is acting exclusively for the Company and no one else in
connection with the provision of the WRAP. Winterflood has not authorised the
contents of, or any part of, this announcement, and no liability whatsoever is
accepted by Winterflood for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information. 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 Winterflood 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 therefor is expressly
disclaimed.

 

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.

 

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