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.