REG - Science in Sport PLC - Update on Irrevocables

Science in SportAnnouncement

27/05/2025 12:00

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RNS Number : 2531K  Science in Sport PLC  27 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

27 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

 

DISCLOSURES UNDER RULES 2.10(C) AND 26 OF THE TAKEOVER CODE

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 (being the directors of SiS, other than Daniel Wright ("DW"),
Christopher Welsh and Daniel Lampard) 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") to be implemented by way of a
Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the
Companies Act 2006.

The circular in relation to the Scheme was published or made available to SiS
Shareholders on 6 May 2025 (the "Scheme Document"). Capitalised terms used in
this announcement shall, unless otherwise defined, have the same meanings as
set out in Part VII (Definitions) of the Scheme Document.

In the Share Exchange and Equity Terms Deed, Bidco received an irrevocable
undertaking (the "Irrevocable Undertaking") from DW dated 17 April 2025 to,
inter alia, exercise (or procure the exercise of) voting rights in favour of
the Special Resolution at the General Meeting in respect of his legal and/or
beneficial holdings of SiS Shares (or those SiS Shares over which he has
control) comprising 1,319,141 SiS Shares (as at the Latest Practicable Date),
such SiS Shares comprising 0.57% of the entire issued share capital of SiS
("DW Shares").

Contrary to DW's prior understanding, the DW Shares are legally and
beneficially owned by a third party over whom DW has no control or influence.
DW is accordingly unable to exercise (or procure the exercise of) the voting
rights attached to the DW Shares and he is therefore unable to comply with the
Irrevocable Undertaking. DW understands that the third party who is the
registered and beneficial owner of the DW Shares will not vote any of them at
the Court Meeting or the General Meeting, resulting in them not being voted on
any of the resolutions on which DW has undertaken not to vote, but also not
being voted on the Special Resolution on which DW has undertaken to vote in
favour.

As a result, the total number of SiS Shares which are subject to irrevocable
undertakings given to Bidco pursuant to the Share Exchange and Equity Terms
Deed is 7,123,968, representing approximately 3.07 per cent. of the issued
share capital of SiS as at the Latest Practicable Date.

None of the irrevocable undertakings given in respect of other SiS Shares in
which DW is interested are affected by the ownership status of the DW Shares
mentioned above. DW is interested in Gomrath's holding of 6,882,352 SiS
Shares, representing 2.96% of the SiS Shares in issue as at the Latest
Practicable Date. DW has rights to subscribe for SiS Shares pursuant to the
SiS Subsidiary Put and Call Options by virtue of his interest in SiS
Subsidiary Shares (through the rights held by the Elidor Trust) as set out in
Part VI (Additional Information) of the Scheme Document. DW has no legal or
beneficial interest in any other SiS Shares.

The Share Exchange and Equity Terms Deed and the Scheme Document (at Part VI
(Additional Information) of the Scheme Document) further contemplate that the
DW Shares will be excluded from the Scheme as Excluded Shares and will instead
be transferred to Bidco under the Share Exchange and Equity Terms Deed, in
exchange for a combination of cash consideration and Rollover Loan Notes (as
defined in the Share Exchange and Equity Terms Deed).

However, given the ownership position referred above, the DW Shares will not
be Excluded Shares and  will instead be Scheme Shares for the purposes of the
Scheme, and (subject to, inter alia, the relevant resolutions being passed at
the Court Meeting and General Meeting and the sanction of the Court) will
therefore be transferred to Bidco pursuant to the Scheme for wholly cash
consideration.

This is contrary to the intention described in the Scheme Document (and
enshrined in the Share Exchange and Equity Terms Deed and the Put and Call
Option Deed) that the DW Shares will be transferred to Bidco in exchange for a
combination of cash consideration and Rollover Loan Notes, which will
subsequently be exchanged through a series of put and call arrangements for B
ordinary shares and B preference shares in the capital of Topco (the "Rollover
Shares").

As the DW Shares will be transferred to Bidco pursuant to the Scheme (rather
than pursuant to the terms of the Share Exchange and Equity Terms Deed), the
Share Exchange and Equity Terms Deed and the Put and Call Option Deed have
been amended in order to reflect that the DW Shares will be transferred to
Bidco pursuant to the Scheme (rather than pursuant to the terms of the Share
Exchange and Equity Terms Deed) and DW will instead subscribe £36,691 in cash
for the Rollover Shares in the same amount and, so far as is possible, on the
same terms as originally contemplated by the Scheme Document, the Share
Exchange and Equity Terms Deed and the Put and Call Option Deed. Any SiS
Shares to be acquired pursuant to the SiS Subsidiary Put and Call Options are
not affected by the ownership position of the DW Shares or the amendments to
the Share Exchange and Equity Terms Deed and the Put and Call Option Deed and
will be transferred to Bidco under the Share Exchange and Equity Terms Deed as
originally contemplated.

The proposed amendments to the Share Exchange and Equity Terms Deed and the
Put and Call Option Deed change only the route by which DW obtains the
Rollover Shares and do not vary any other terms of the Acquisition. The
expected timetable for the implementation of the Scheme as set out in the
Scheme Document remains unchanged.

A copy of this announcement and the documents required to be published in
connection with it (being the amended and restated Share Exchange and Equity
Terms Deed and Put and Call Option Deed)  will be made available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on SiS's 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 in accordance with Rule 26.1 of the Takeover Code.

 

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.

Certain figures included in this announcement have been subjected to rounding
adjustments.

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.

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.

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.

 

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