Proposed Acquisition & Placing

RNS Number : 2626H

Science in Sport PLC

14 November 2018

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

SCIENCE IN SPORT PLC

("SiS" or the "Company")

Proposed Acquisition of PhD Nutrition Ltd

Proposed Placing to raise approximately £29.0 million at 60 pence per share

Notice of General Meeting

Science in Sport plc (AIM: SIS), a UK-headquartered market leading endurance sports nutrition company that develops, manufactures and markets sports nutrition products for elite athletes and sports enthusiasts, announces the proposed acquisition of PhD Nutrition Ltd ("PhD"), a premium, innovation-led protein brand (the "Acquisition") for total consideration of £32.0 million on a cash-free, debt-free basis (subject to certain adjustments) (the "Consideration"). The Consideration is to be satisfied by the payment of £28.5 million in cash and £3.5 million by the issue of 5,833,334 new Ordinary Shares (the "Consideration Shares") to the PhD Seller (or its nominee) based on a price of 60 pence per Consideration Share, being the Placing Price (as defined below).

The Company also announces a proposed placing to raise approximately £29.0 million before expenses (the "Placing") through the issue of 48,394,666 new Ordinary Shares (the "Placing Shares") at a price of 60 pence per Placing Share (the "Placing Price"), in order to fund the majority of the cash Consideration payable to the PhD Seller in connection with the Acquisition.

The Placing Price represents a discount of 14.3 per cent. to the closing middle market price of 70 pence per Ordinary Share on 13 November 2018 (being the latest practicable date prior to this Announcement).

The Placing Shares will be offered by way of an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix I. Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner in connection with the Placing.

The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 1.30 p.m. today, 14 November 2018. The Placing is not being underwritten.

Acquisition Highlights

·    One of the UK's leading protein brands with a reputation for high quality and innovative products aimed at sports enthusiasts and gym lifestyle consumers

·     Retail a core sales channel with increasing revenue growth through its Amazon sales channel

·    Established and growing international presence in over 45 countries across Europe, the Middle East, China and Australia

·   Experienced management team that has a track record of delivering consistent revenue growth and profitability

·     For the year ended 31 August 2018, PhD generated revenue of £20.8 million and adjusted EBITDA of £2.8 million

·     The Consideration of £32.0 million shall be satisfied (i) in cash from the net proceeds of the Placing and from existing cash resources, and (ii) by the issue of 5,833,334 Consideration Shares at the Placing Price to the PhD Seller (or its nominee) on completion of the Acquisition ("Completion")

Placing Highlights

·   Placing to raise approximately £29.0 million before expenses through the issue of 48,394,666 Placing Shares at a price of 60 pence per Placing Share

·    Placing Shares are being offered by way of an accelerated bookbuild by Liberum which will be launched immediately following this Announcement

·     The Placing is conditional on, inter alia, (i) the passing of the resolutions (the "Resolutions") which are to be proposed at a General Meeting of the Company to be held on 3 December 2018 (the "General Meeting"), (ii) the Acquisition Agreement becoming unconditional in all respects (save in respect of Admission of the Placing Shares and the Consideration Shares) and not having been terminated or rescinded prior to Admission of the Placing Shares, and (iii) Admission of the Placing Shares to trading on AIM taking place no later than 4 December 2018. A circular containing a notice convening the General Meeting will shortly be sent to Shareholders

·     The net proceeds of the Placing (after deduction of the costs and expenses relating to the Placing) will be used by the Company to fund the majority of the cash Consideration payable to the PhD Seller pursuant to the Acquisition Agreement 

Commenting on the Acquisition and the Placing, Stephen Moon, Chief Executive of SiS, said:

"The acquisition of PhD is highly complementary, doubles the size of our business and accelerates our ambition to become a global leader in premium performance nutrition. It is a compelling combination that will deliver a wider product offering, including premium protein, provide broader consumer reach and greater international presence, and dovetails our respective strengths in retail and e-commerce channels. Operating in a rapidly developing market, we see this transaction as an important step towards winning on the global stage. With the clear synergies and growth prospects of the combined group we anticipate delivering strong returns."

Appendix I sets out further information relating to the Placing and the terms and conditions of the Placing.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

For further information, please contact:

Science in Sport PLC Stephen Moon, CEO Elizabeth Lake, CFO	Tel: [phone]
Liberum (Financial Adviser, Nominated Adviser & Broker) Clayton Bush Chris Clarke James Greenwood	Tel: [phone]
Instinctif Partners Matthew Smallwood Tom Berger	Tel: [phone]

1.    Introduction

SiS announces that it has agreed to acquire the entire issued share capital of PhD, a premium, innovation-led protein brand, for total consideration of £32.0 million on a cash-free, debt-free basis (subject to certain adjustments). The Consideration is to be satisfied by the payment of £28.5 million in cash and £3.5 million by the issue of 5,833,334 Consideration Shares to the PhD Seller (or its nominee).

The Company also announces the proposed Placing to raise approximately £29.0 million before expenses through the issue of 48,394,666 new Ordinary Shares at a price of 60 pence per Placing Share in order to fund the majority of the cash Consideration payable to the PhD Seller in connection with the Acquisition.

The Placing will be made by the way of an accelerated bookbuild which will be carried out by Liberum acting as Sole Bookrunner. The Bookbuild will launch immediately following this Announcement and Appendix I to this Announcement contains the terms and conditions of the Placing. Members of the public are not eligible to take part in the Placing.

The Placing will be subject to the passing of the Resolutions at the General Meeting of the Company to be held on 3 December 2018 to grant the Directors authority to allot and issue the New Ordinary Shares and the raising of the Minimum Gross Placing Proceeds.

The Acquisition Agreement is conditional upon, inter alia, (i) the passing of the Resolutions, (ii) the Placing Agreement having become unconditional in accordance with its terms, and (iii) Admission of the Placing Shares and the Consideration Shares.

Subject to the Resolutions being passed at the General Meeting (i) Admission and commencement of dealings in the Placing Shares on AIM are expected to occur at 8.00 a.m. on 4 December 2018, and (ii) Admission and commencement of dealings in the Consideration Shares on AIM and Completion of the Acquisition are expected to occur at 8.00 a.m. on 6 December 2018.

The Directors believe that the Acquisition is in alignment with the Company's strategy as well as being consistent with the Company's stated objectives.

2.    About SiS

SiS is a UK market leading endurance sports nutrition company that develops, manufactures and markets sports nutrition products for elite athletes and sports enthusiasts. SiS has a strong brand in the elite athlete community - in the 2016 Rio Olympics, 34 medal-winning athletes or teams used SiS products.

The SiS core product ranges include: SiS GO, comprising energy powders, isotonic gels and energy bars; SiS HYDRO, comprising hydration tablets; SiS REGO, including protein-based recovery powders and bars; SiS Protein, products specifically designed to contribute to athletes' lean muscle mass growth and maintenance; and SiS Athlete Health, comprising a range of supplements including fish oils and vitamins. SiS products are sold through a range of retail channels, including specialist sport retailers, major grocers, high street retailers and e-commerce websites.

SiS is currently the official sports nutrition supplier to professional cycling team Team SKY along with national associations British Cycling, Cycling Australia, USA Cycling and USA Triathlon. SiS is also sports nutrition partner to Manchester United Football Club. In addition, Olympians Sir Chris Hoy MBE, Adam Peaty MBE and Mark Cavendish MBE are Brand Ambassadors.

SiS was founded in 1992 and is headquartered in Hatton Garden, London. Its manufacturing facility is in Nelson, Lancashire.

For further information, please visit www.scienceinsport.com

3.    Summary terms of the Acquisition

Today, 14 November 2018, SiS and the PhD Seller entered into the Acquisition Agreement pursuant to which SiS has agreed to acquire the entire issued share capital of PhD for total consideration of £32.0 million on a cash-free, debt-free basis (subject to certain adjustments).

The Consideration is to be satisfied by the payment of (i) £28.5 million in cash, and (ii) £3.5 million by the issue of 5,833,334 Consideration Shares (based on a price of 60 pence per Consideration Share, being the Placing Price).

Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM.  It is expected that Admission of the Consideration Shares will become effective, and Completion will occur, on 6 December 2018.

The Consideration Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares and the Placing Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue of the Consideration Shares.   

On Completion, the PhD Seller, a member of the WBA Group, will enter into a lock-in agreement (the "Lock-in Agreement") in relation to 5,250,000 of the Consideration Shares, being 90 per cent. of the Consideration Shares, (the "Locked-in Consideration Shares") pursuant to which it will undertake to the Company and Liberum that it will not sell or otherwise dispose of, or agree to sell or dispose of, any of its interests in the Locked-in Consideration Shares for a period of 12 months following Admission of the Consideration Shares subject to certain limited exceptions (including with Liberum's consent and transfers of the Locked-in Consideration Shares within the WBA Group).

Completion is conditional upon, inter alia:

·     the passing of the Resolutions;

·     the Placing Agreement becoming unconditional in accordance with its terms; and

·     Admission of the Placing Shares and the Consideration Shares.

The Acquisition Agreement contains warranties and indemnities given by the PhD Seller which are customary for a transaction of this nature. SiS has taken out warranty and indemnity insurance in respect of the warranties in the Acquisition Agreement, which limits the exposure of the PhD Seller in the event of a breach of warranty.

In addition, the PhD Seller will be subject to customer and employee non-solicit and other restrictive covenants for a period of two years from Completion.

SiS may terminate the Acquisition Agreement at any time before Completion if it becomes aware that any warranty in the Acquisition Agreement was, when given at signing, untrue, inaccurate or misleading in any material respect such as would give rise to a breach of warranty claim, the subject of which would have a material adverse effect on the business operations or conditions of PhD which would result in costs to PhD of £1.0 million or more.

4.    Information on PhD

Introduction

PhD is a UK-headquartered premium protein brand. Since being founded by Jason Rickaby and Mark Bowering in 2005, PhD has developed into one of the UK's leading protein brands with a reputation for high quality and innovative products aimed at sports enthusiasts and gym lifestyle consumers.

It has c.24 employees and an experienced management team that has a track record of delivering consistent revenue growth and profitability. For the year ended August 2018, PhD reported revenues of £20.8 million and adjusted EBITDA of £2.8 million.

Products

With an established foundation in protein powders, PhD has developed its product portfolio over recent years with an increased focus on protein bars. For the year ended August 2018 the product mix was 72 per cent. protein powders and 21 per cent. protein bars with the remaining 7 per cent. represented by other products such as protein flapjacks and drinks.

PhD has a proven new product development ("NPD") cycle which is based on a deep understanding of the trends within the sports nutrition market and a flexible supply chain and allows PhD to evolve its range in line with consumer trends. PhD is able to bring new products to market efficiently with the process being led by PhD's in-house NPD team, which has both technical product and regulatory knowledge.

PhD has a strong pipeline of new products, centred around its new high protein, low sugar, lifestyle Smart Range including new flavours for its Smart Bar and Smart Protein alongside the launch of a Smart Cookie and Smart Can.

Sales Channels

Retail has been a core sales channel for PhD, representing 79 per cent. of revenue for the year ended August 2018 ("FY18"). PhD has maintained long term relationships across a number of the UK's major retailers including Holland & Barrett, Sainsbury's, Tesco and ASDA as well as with UK specialist retailers and online wholesalers.

PhD has seen increasing revenue growth through its Amazon sales channel, which represented 16 per cent. of revenue for FY18. Having identified this as an important source of revenue, PhD has recently dedicated in-house resource to continue to drive revenue growth through Amazon. PhD utilises Amazon's fulfilment services with products distributed via Amazon's logistics network. Revenue from PhD's website represented 5 per cent. of revenue for FY18.

PhD has an established and growing international presence in over 45 countries across Europe, the Middle East, China and Australia. International markets are accessed through selected distributors. International growth will continue to be focused on the Middle East and China.

Supply Chain

Since inception, PhD has adopted an outsourcing manufacturing model. It procures whey from major European dairies and arranges for its shipment direct to PhD's co-manufacturing partner.

Financial Information

The trading record for the three years to 31 August 2018 as extracted from PhD's audited financial statements is summarised below:

Year ended 31 August	2016	2017	2018
Revenue	£18.3m	£18.3m	£20.8m
Adj. Gross Profit*	£6.0m	£5.8m	£6.3m
Gross Profit Margin	32.8%	31.7%	30.3%
Adj. EBITDA**	£2.7m	£2.0m	£2.8m
EBITDA Margin	14.8%	10.9%	13.5%

* Gross profit is adjusted to be consistent with the accounting policies of SiS. Carriage and distribution costs are disclosed below Gross Profit by SiS and this policy will be adopted by PhD (and the Enlarged Group) post Acquisition.

** EBITDA has been adjusted to remove group recharges which will be eliminated following the Acquisition.

5.    Background to, and reasons for, the Acquisition and the Placing

The Directors recognise that protein is becoming increasingly important to endurance athletes and believe that SiS' protein product offering, which currently accounts for c.12 per cent. of SiS' revenue, is currently sub-scale. The Directors believe that the Acquisition offers SiS the opportunity to acquire an innovative brand with a premium position in the protein market.

By combining SiS' target markets of elite athletes and enthusiasts with PhD's target markets of sports enthusiasts and gym lifestyle consumers, the Enlarged Group will have a wider consumer reach and will benefit from access to more usage occasions and distribution points.  The Directors believe that the premium positions of SiS and PhD within the UK sports nutrition market are complementary, with both brands able to enjoy price and gross margin advantage. The Acquisition enables the Enlarged Group to address the total performance nutrition market opportunity, which exceeds £10 billion.

SiS plans to accelerate PhD's growth strategy and the Acquisition is expected to have an immediate positive impact on revenue with PhD expected to deliver mid-teen percentage revenue growth in the first full year following Completion. As part of that growth, SiS expects to boost PhD's online sales by utilising SiS' existing platform and capabilities. The Directors believe that PhD could achieve an additional £4.0 million to £7.5 million of revenue from PhD.com over the first full three financial years following Completion.

SiS also plans to extend PhD's reach into international markets where SiS already has a strong foothold including the United States (which is the largest protein market globally), as well as Italy and Australia. Conversely, SiS plans to improve its distribution into the Middle East by taking advantage of PhD's established presence and relationships with regional distributors. It is anticipated that in new international markets such as China, SiS and PhD will combine efforts with regional distributors.

Following Completion, it is expected that there will be additional, ongoing operational costs of c.£0.5 million per annum to expand the PhD commercial team and to grow PhD.com. In addition, a one-off investment of c.£0.7 million will be made, which will include facilitating PhD powder filing at the Company's Nelson Facility which is expected to increase in-house product manufacture of the Enlarged Group to 77 per cent. (from 41 per cent. pre-investment). PhD's online picking and packing process will also be moved to the Nelson Facility and, by combining order and shipping processes for their major UK customers, as well as international freight saving potential, SiS expect to be able to create further cost savings.

The integration of SiS' and PhD's supply chains during the year following Completion are expected to create synergies of between £2.6 million and £2.9 million over the following three years and therefore the Acquisition is expected to have a positive impact on Gross Profit and EBITDA. Acquisition and integration related exceptionals are expected to amount to c.£0.9 million.

6.    Management Incentive Arrangements

The Company uses two incentive schemes for the Board and senior management; a Long Term Incentive Plan ("LTIP") and a Short Term Incentive Plan ("STIP"). The STIP is used instead of an annual cash bonus scheme. 

Outstanding LTIP and STIP awards have been granted over a total of c.7.2 million Ordinary Shares representing 10.6 per cent. of the Company's current issued share capital. The Employee Benefit Trust holds c.4.0 million Ordinary Shares and it is intended that these will be used to satisfy in part the historic awards referred to above. 

The Company proposes that a new LTIP scheme will be adopted in early 2019 (the "2019 LTIP"). The 2019 LTIP awards will have an exercise price of nil and will be subject to performance conditions relating to the sales growth and brand reputation ranking of the Enlarged Group. The 2019 LTIP awards will vest one third on each of the three anniversaries of the grant date.

The Company proposes making new STIP and 2019 LTIP awards over the next three years, including to incentivise incoming management of PhD, over an equivalent of 11.1 million Ordinary Shares.  After taking account of the Ordinary Shares held in the Employee Benefit Trust, it is expected that to satisfy the awards over the next three years, new Ordinary Shares representing 11.6 per cent. of the Enlarged Share Capital will be issued.

The Board has determined that no more than 15 per cent. of the Company's issued share capital from time to time may be under option.

7.    Details of the Placing

The Company announces the proposed Placing to raise approximately £29.0 million (approximately £27.3 million net of expenses), through the issue of 48,394,666 Placing Shares at 60 pence per Placing Share with various institutional and other investors. 

The Placing Price of 60 pence per Placing Share represents a 14.3 per cent. discount to the closing middle market price of 70 pence per Ordinary Share on 13 November 2018 (being the latest practicable date prior to this Announcement).

Today, 14 November 2018, the Company and Liberum entered into the Placing Agreement pursuant to which Liberum agreed, subject to certain conditions, to use its reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing.  The Placing is not being underwritten.

The Placing Agreement and the issue of the Placing Shares are conditional, inter alia, upon:

(i)              the passing of the Resolutions to be proposed at the General Meeting;

(ii)          the compliance by the Company with all of its obligations under the Placing Agreement to the extent that they are required to be performed on or prior to Admission of the Placing Shares;

(iii)            the Placing Agreement not having been terminated prior to Admission of the Placing Shares;

(iv)            the Placing raising the Minimum Gross Placing Proceeds;

(v)           the Acquisition Agreement becoming unconditional in all respects (save in respect to Admission of the Placing Shares and the Consideration Shares) and not having been terminated or rescinded prior to Admission of the Placing Shares; and

(vi)            Admission of the Placing Shares becoming effective by not later than 8.00 a.m. on 4 December 2018 (or such later time and/or date as Liberum and the Company may agree, being not later than 8.00 a.m. on 21 December 2018).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Placing will not proceed.

The Placing Agreement contains customary warranties given by the Company to Liberum as to matters relating to the Company and its business and a customary indemnity given by the Company to Liberum in respect of liabilities arising out of or in connection with the Placing.

Liberum may terminate the Placing Agreement prior to Admission of the Placing Shares in certain circumstances, including, amongst other things, if the Company is in breach of any of its obligations under the Placing Agreement (including the warranties contained in the Placing Agreement) or under the Acquisition Agreement; if the Acquisition Agreement is terminated; if there is a material adverse change in the financial position or prospects of the Group; or if there is a material adverse change in national or international financial, monetary, economic, political, environmental, or stock market conditions which (in the opinion of Liberum acting in good faith) is or will be or is likely to be materially prejudicial to the Group or to the Placing or Admission of the Placing Shares in Post Admission Dealings.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.  It is expected that Admission of the Placing Shares will become effective on 4 December 2018 and that dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on 4 December 2018.

The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue of the Placing Shares.

8.    Use of Placing Proceeds

The net proceeds of the Placing (after deduction of the costs and expenses relating to the Placing) will be used by the Company to satisfy the majority of the cash component of the Consideration payable to the PhD Seller on Completion pursuant to the Acquisition Agreement, with the balance of the cash component being provided from the Company's existing cash resources.

9.    SiS' Current Trading

SiS is currently trading in line with market expectations for the year ended 31 December 2018.

The Directors have been in discussions for a number of years with the freehold owner of the Nelson Facility concerning subsidence at the Nelson Facility.  The subsidence issue was disclosed in the Company's AIM Admission Document and circular dated 14 November 2017.  The subsidence has not, and is not, expected to disrupt the day to day operations of the Nelson Facility in the foreseeable future.  The Directors therefore consider that, as there is no disruption to the day to day business caused by the subsidence, and taking in account the low cost and the current capacity of the existing site, it is in the Company's best interests to keep its operation at the Nelson Facility.

10.  Working Capital

In the opinion of the Directors, having made due and careful enquiry, the working capital available to the Company and the Group will be sufficient for its present requirements, that is for at least 12 months following Admission of the Placing Shares.

11.  General Meeting and Publication of Circular

The issue of the New Ordinary Shares is conditional upon, inter alia, the approval by Shareholders of the Resolutions to be proposed at the General Meeting of the Company which is to be convened for 10.00 a.m. on 3 December 2018 at the offices of the Company at 2nd Floor, 16-18 Hatton Garden, Farringdon, London EC1N 8AT to enable Shareholders to consider and, if thought fit, pass the Resolutions set out in the Notice of General Meeting.

A circular containing a notice convening the General Meeting to be held at the office of the Company at 2nd Floor, 16-18 Hatton Garden, Farringdon, London EC1N 8AT will shortly be sent to Shareholders (the "Circular"). A copy of the Circular will also be made available on the Company's website, http://www.scienceinsport.com/help/investors/aim-rules.

If Shareholders do not pass the Resolutions, the issue of the New Ordinary Shares and the Acquisition will not proceed.

12.  Recommendation

The Board considers the Placing, the Acquisition and the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions. The Company's Directors and other members of management intend to vote, or procure the vote in respect of, their own beneficial holdings amounting, in aggregate, to 1,100,301 Ordinary Shares and representing approximately 1.62 per cent. of the existing issued Ordinary Share capital as at 13 November 2018, being the latest practicable date prior to this Announcement, in favour of the Resolutions.

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. 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.

Liberum is authorised by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and 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 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 the United States of America, Australia, Canada, Japan, New Zealand, the Republic of Ireland 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 new Ordinary 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, as amended (the "US Securities Act") 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 EU Regulation 596/2014 ("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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX I

TERMS AND CONDITIONS OF PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "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, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

Persons (including individuals, funds or otherwise) who are invited and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges to the Company and Liberum that:

1.            it is a Relevant Person (as defined above) and undertakes that it will subscribe for, acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.              in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3.              except as otherwise permitted by Liberum, it is acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act ("Regulation S"); and

4.            it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement (including this Appendix); and

5.              it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

The Company and Liberum will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Capitalised terms used in this Appendix shall bear the same meaning as those defined terms used in the Announcement, unless otherwise defined herein.

Details of the Placing

Liberum, as sole bookrunner, has today entered into the placing agreement with the Company ("Placing Agreement"), under which it has agreed, as agent for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the terms and subject to the conditions set out therein.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects and not terminated.

The Placing Shares will, when issued, rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares following Admission.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to trading on AIM. Admission is conditional upon, amongst other things, Shareholders passing the Resolutions, the conditions of the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 4 December 2018.

Participation in, and principal terms of, the Placing

Liberum (whether through itself or any of its affiliates) is arranging the Placing as sole bookrunner to the Company and has agreed to use its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Liberum.

The number of Placing Shares to be issued will be agreed between Liberum and the Company following completion of a bookbuilding exercise by Liberum (the "Bookbuild"). The results of the Bookbuild will be recorded in the Placing Results Announcement, which will be released via a Regulatory Information Service following the completion of the Bookbuild.

Placees wishing to participate in the Bookbuild are required to communicate their bid by telephone to their usual contact at Liberum stating the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price.

Liberum will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by Liberum as agent of the Company ("Confirmation"). A contract note or electronic trade confirmation will be dispatched as soon as possible thereafter.  No element of the Placing will be underwritten. The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).

Liberum reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing.  Liberum also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

The Bookbuild is expected to close no later than 1:30 p.m. (London time) on 14 November 2018 but may be closed earlier or later at the discretion of Liberum.  Liberum may, in agreement with the Company, accept bids received after the Bookbuild has closed.  The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing in its discretion.

Each Placee will be required to pay to Liberum, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Liberum and the Company. Each Placee has an immediate, irrevocable and binding obligation, owed to Liberum, to pay in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. By participating in the Placing, each Placee will be deemed: (i) to have read and understood the Announcement and this Appendix in their entirety; (ii) to be participating in the Placing upon the terms and conditions contained in the Appendices; and (iii) to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Liberum, (ii) any of its respective directors, partners, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Liberum  as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for all Placing Shares to be subscribed for and acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing Agreement not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement does not otherwise become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by the Placee to Liberum in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.

To the fullest extent permissible by law, neither the Company nor Liberum nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Liberum nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as Liberum and the Company may agree.

Conditions of the Placing

The obligations of Liberum under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

1.               the Resolutions having been passed;

2.            the compliance by the Company with all of its obligations under the Placing Agreement to the extent that they are required to be performed on or prior to Admission of the Placing Shares;

3.           the Acquisition Agreement not having been terminated or rescinded before Admission of the Placing Shares;

4.               the Placing raising Minimum Gross Placing Proceeds;

5.              the Acquisition Agreement having become unconditional in all respects (save in respect to  Admission of the Placing Shares and the Consideration Shares) and not having been terminated or rescinded prior to Admission of the Placing Shares;

6.             Admission of the Placing Shares having occurred not later than 8.00 a.m. on 4 December 2018 or such later date as the Company and Liberum may agree, being not later than 8. 00 a.m. on 21 December 2018.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Liberum by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Liberum, at its discretion and upon such terms as it thinks fit, may waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Neither Liberum, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Liberum.

Termination of the Placing Agreement

Liberum is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

1.              any of the warranties contained in the Placing Agreement and given by the Company for the benefit of Liberum is or becomes (by reference to the facts, matters or circumstances from time to time existing) untrue, inaccurate or misleading; or

2.              there has been a breach by the Company of any of its undertakings, covenants or obligations under the Placing Agreement which Liberum considers, in its sole judgement (acting in good faith) to be (singly or in the aggregate) material in the context of the Company's group taken as a whole, the Placing, Admission or Post Admission Dealings;

3.             in the opinion of Liberum there shall have been, whether or not foreseeable at the date of the Placing Agreement, a material adverse change in, or any development reasonably likely to result in or have a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), prospects, earnings, net asset value, funding position, management, business affairs or operations of (i) the Company or (ii) the Company's group taken as a whole, whether or not arising in the ordinary course of business, which Liberum considers, in its sole judgement (acting in good faith), to be (singly or in the aggregate) material in the context of the Company's group taken as a whole, the Placing, Admission or Post Admission dealings;

4.              the Resolutions are not duly passed without amendment by the requisite majority;

5.              if:-

5.1          there has occurred any material adverse change in the financial markets in the United States, the United Kingdom, any member state of the EEA or the international financial markets, any outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, exchange controls, in each case which Liberum considers, in its sole judgement (acting in good faith), to be (singly or in the aggregate) material in the context of the Company's group taken as a whole, the Placing, Admission or Post Admission dealings;

5.2           trading in any securities of the Company has been suspended or limited by the London Stock Exchange or trading generally on a major financial market has been suspended or limited or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by the London Stock Exchange or by such order of any regulatory authority or governmental entity, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or any member state of the EEA, the effect of any of which, in the good faith opinion of Liberum, makes it impractical or inadvisable to proceed with the Placing or may materially and adversely affect the price at which the Placing Shares are traded on the London Stock Exchange;

5.3           a banking moratorium has been declared by the United Kingdom, the United States or a member state of the EEA; or

5.4           there has occurred a material adverse change or a prospective material adverse change since the date of this Agreement in taxation in the United Kingdom, the United States or any member state of the EEA affecting the Shares or the transfer thereof or exchange controls have been imposed by the United Kingdom or a member state of the EEA, in each case which Liberum considers, in its sole judgement (acting in good faith), to be (singly or in the aggregate) material in the context of the Company's Group taken as a whole, the Placing,  Admission or Post Admission dealings.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Liberum and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of  this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Liberum or any other person and neither Liberum nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Liberum, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Participation in the Placing is only available to persons who are invited to participate in it by Liberum.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Liberum. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's Articles of Association.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic trade confirmation in accordance with the standing arrangements in place with Liberum, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Liberum and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Liberum. Settlement should be through Liberum against CREST ID: ENQAN. For the avoidance of doubt, Placing allocations will be booked with a trade date of 14 November 2018 and settlement date of 4 December 2018. Settlement will take place on a delivery versus payment basis.

The Company will deliver the Placing Shares to the CREST account operated by Liberum as agent for the Company and Liberum will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Liberum.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, understands, represents, warrants and agrees (as the case may be) that:

1.             it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2.             it has received this Announcement solely for its use and has not redistributed or duplicated it and will not distribute, forward, transfer or otherwise transmit this Announcement or any part thereof to any person;

3.           no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;

4.            its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company;

5.            the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

6.             neither Liberum, nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7.         the content of this Announcement is exclusively the responsibility of the Company and that neither Liberum, nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Liberum or the Company or their respective affiliates and neither Liberum nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

8.            to the extent it has received any inside information (for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

9.             neither Liberum nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10.          it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

11.            if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state) the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of Liberum has been given to the proposed offer or resale;

12.            it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

13.         it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

14.        it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

15.            it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16.           if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order, is a qualified investor as defined in Section 86 of FMSA or is a person to whom this Announcement may otherwise be lawfully communicated;

17.           any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and agrees that, in the Europe, it is such a Qualified Investor;

18.         it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

19.          it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Liberum, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;

20.           its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

21.       it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Liberum may in its discretion determine and without liability to such Placee;

22.          neither Liberum nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Liberum for the purposes of the Placing and that Liberum has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

23.         the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

24.        these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Liberum in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

25.         Liberum and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein, which are irrevocable, and it irrevocably authorises Liberum to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

26.           it agrees to indemnify on an after tax basis and hold Liberum and its respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing;

27.          it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

28.            the Placing will not proceed if the Minimum Gross Placing Proceeds would be less than £29.0 million;

29.            its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Liberum. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor Liberum shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Liberum accordingly;

30.          no action has been or will be taken by any of the Company, Liberum or any person acting on behalf of the Company or Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

31.           in making any decision to subscribe for the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

32.        it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Liberum;

33.           it may not rely on any investigation that Liberum or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and Liberum  has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Liberum or the Company for the purposes of this Placing;

34.           it will not hold Liberum nor any of its affiliates nor any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Liberum nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

35.         it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan, New Zealand, the Republic Of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be published in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan, New Zealand, the Republic Of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful and, subject to certain exceptions, may not be offered, sold, delivered or transferred, directly or indirectly, within those jurisdictions;

36.        unless specifically agreed in writing with Liberum, the Placee is a person located outside the United States and is subscribing for Placing Shares only in an "offshore transaction" as defined in and pursuant to Regulation S and is not subscribing for Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares in or into the United States;

37.       the Placee is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) of Regulation D of the Securities Act);

38.         it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given.

The foregoing acknowledgements, undertakings, understandings, representations, warranties and agreements are given for the benefit of the Company and Liberum as sole bookrunner.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Liberum or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Liberum, any money held in an account with Liberum on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the money of Liberum in accordance with the client money rules and will be used by Liberum in the course of its own business; and the Placee will rank only as a general creditor of Liberum (as applicable).

All times and dates in this Announcement may be subject to amendment. Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX II

DEFINITIONS

Act	the Companies Act 2006, as amended from time to time
Acquisition	the acquisition of the entire issued and to be issued share capital of PhD by SiS on the terms of, and subject to the conditions set out in, the Acquisition Agreement
Acquisition Agreement	the conditional acquisition agreement in respect of the Acquisition dated 13 November 2018 between (1) SiS (2) the PhD Seller and (3) Alliance Boots Holdings Limited (as guarantor)
Admission	admission of the Placing Shares and/or the Consideration Shares (as applicable) to trading on AIM, which, subject to and conditional upon, inter alia, the passing of the Resolutions, is expected to occur at 8.00 a.m. on 4 December 2018 and 6 December 2018 respectively
AIM	AIM, a market operated by the London Stock Exchange
AIM Rules or AIM Rules for Companies	the AIM Rules for Companies published by the London Stock Exchange from time to time
Board or Directors	the current directors of the Company
Business Day	any day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London for the transaction of normal sterling banking business
certificated or in certificated form	a share or other security not held in uncertificated form (i.e. not in CREST)
Company or SiS	Science in Sport plc, a company incorporated and registered in England and Wales with registered number 08535116
Completion	completion of the Acquisition Agreement in accordance with its terms
Consideration	the consideration totalling £32.0 million on a cash free, debt free basis (subject to certain adjustments) payable by the Company to the PhD Seller in connection with the Acquisition to be satisfied by the payment of £28.5 million in cash and £3.5 million by the issue of the Consideration Shares
Consideration Shares	the 5,833,334 new Ordinary Shares to be allotted and issued to the PhD Seller (or its nominee) in connection with the Acquisition
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time
Enlarged Group	the Group, as enlarged by the Acquisition
Enlarged Share Capital	the issued share capital of the Company as enlarged by the New Ordinary Shares
Equiniti Limited or Registrar	Equiniti Limited, the Company's registrar
EU	the European Union
Euroclear	Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares	the 67,739,803 Ordinary Shares in issue as at the date of this Announcement
Financial Conduct Authority or FCA	the Financial Conduct Authority of the United Kingdom
Form of Proxy	the enclosed form of proxy for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the General Meeting
FSMA	the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time)
General Meeting	the general meeting of the Company convened for 10.00 a.m. on 3 December 2018 at the offices of the Company at 2nd Floor, 16-18 Hatton Garden, Farringdon, London EC1N 8AT
Group	the Company and its subsidiary undertakings from time to time
Liberum	Liberum Capital Limited, the Company's financial adviser, nominated adviser and broker
Locked-in Consideration Shares	the 5,250,000 Consideration Shares which are subject to the terms of the Lock-in Agreement
Lock-in Agreement	the lock-in agreement to be entered into on Completion between (1) Liberum (2) SiS and (3) the PhD Seller, a member of the WBA Group, in relation to the Locked-in Consideration Shares
London Stock Exchange	London Stock Exchange plc
Long Stop Date	21 December 2018
Minimum Gross Placing Proceeds	£29.0 million, being the total minimum amount to be raised by the Placing in order for the Placing to proceed
Nelson Facility	the manufacturing facility of the Company at Nelson in Lancashire
New Ordinary Shares	the Placing Shares and the Consideration Shares
Notice or Notice of General Meeting	the notice of General Meeting to be set out at the end of the Circular
Ordinary Shares	ordinary shares of 10 pence each in the share capital of the Company
PhD	PhD Nutrition Ltd, a company incorporated and registered in England and Wales with registered number 05538528
PhD Seller	PhD Acquisition Bidco Limited, a company incorporated and registered in England and Wales with registered number 09286479
Placing	the conditional placing by Liberum, as agent for the Company, of the Placing Shares pursuant to the terms, and subject to the conditions, set out in the Placing Agreement
Placing Agreement	the conditional agreement dated 13 November 2018 between the Company and Liberum relating to the Placing, further details of which are set out in paragraph 7 of this Announcement
Placing Price	60 pence per Placing Share
Placing Shares	the new Ordinary Shares to be allotted and issued to institutional and other investors in connection with the Placing
Post Admission Dealings	dealings in the Placing Shares during the period from Admission of the Placing Shares until 90 days thereafter
Prospectus Rules	the prospectus rules made by the FCA in the exercise of its function as competent authority pursuant to Part VI of FSMA, as amended from time to time
Resolutions	the resolutions to be proposed at the General Meeting, to be set out in the Notice of General Meeting
Restricted Jurisdictions	any jurisdiction where the extension or availability of an offer of Ordinary Shares, or the accessing of this announcement or its publication, distribution or other dissemination, would be prohibited by, or would breach, any applicable law or regulation
Shareholders	holders of Ordinary Shares from time to time
subsidiary	as defined in section 1159 and Schedule 6 of the Act
subsidiary undertaking	as defined in section 1162 and Schedule 6 of the Act
UK Listing Authority or UKLA	the FCA, acting in its capacity as United Kingdom listing authority
uncertificated or in uncertificated form	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of the CREST system
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US Securities Act	the United States Securities Act of 1933, as amended
WBA Group	Walgreen Boots Alliance, Inc. and its subsidiary undertakings from time to time, including the PhD Seller

 

END

 

 

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