Proposed Placing and Retail Offer

Science in Sport PLC

04 July 2024

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN SCIENCE IN SPORT PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN APPENDIX 2 TO THIS ANNOUNCEMENT, UNLESS THE CONTEXT PROVIDES OTHERWISE.

Science in Sport plc

(the "Company")

Proposed Placing and Retail Offer

Science in Sport plc (AIM: SIS), the premium performance nutrition company serving elite athletes, sports enthusiasts, and the active lifestyle community, today announces a proposed conditional placing of up to 47,058,823 new ordinary shares of 10 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 17 pence per Placing Share (the "Issue Price") to raise gross proceeds of approximately £8.0 million.

The Placing Shares represent approximately 25.8 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") and the Issue Price represents a discount of approximately 8.1 per cent. to the closing mid-market price of 18.5 pence per Existing Ordinary Share on 3 July 2024, being the latest practicable date prior to the publication of this Announcement.

Certain of the Directors intend to participate in the Placing (the "Director Participation"). It is intended that the Director Participation will comprise approximately £1,025,000 (in aggregate) through the issue of 6,029,412 Placing Shares.

Panmure Liberum is acting as Nominated Adviser, broker and sole bookrunner in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild available to qualifying investors (the "Bookbuild"), which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions set out in Appendix 2 to this Announcement. The Placing is not being underwritten.

The timing of the closing of the Bookbuild and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Sole Bookrunner.

A further announcement will be released by the Company following the close of the Bookbuild confirming the final details of the Placing.

The Company also intends to raise funds by a retail offering of up to 2,941,176 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price which will be undertaken via the Winterflood Retail Access platform ("WRAP") to raise up to £0.5 million of gross proceeds (the "Retail Offer" and together with the Placing, the "Capital Raising"). The Retail Offer is being undertaking to allow qualifying existing retail shareholders an opportunity to participate in the Capital Raising. A further announcement will be made in due course regarding the Retail Offer and detailing its terms. It is expected that the Retail Offer will launch at 5.30 p.m. on 4 July 2024 and will be open for applications up to 5.00 p.m. on 5 July 2024. The result of the Retail Offer is expected to be announced by the Company on or around 8 July 2024. For the avoidance of doubt, the Retail Offer is in addition to the Placing. It is a term of the Retail Offer that the total value of the Ordinary Shares available for subscription through the Retail Offer does not exceed EUR 8 million (or the equivalent amount in sterling, calculated in accordance with FSMA) (the "Retail Offer Cap"). Any amount in excess of the Retail Offer Cap will be subject to scaling back at the sole discretion of the Company, in consultation with Winterflood. The Retail Offer may not be fully subscribed.

Panmure Liberum is not acting for the Company with respect to the Retail Offer.

HIGHLIGHTS

· Placing to raise gross proceeds of approximately £8.0 million through the issue of 47,058,823 new Ordinary Shares at the Issue Price.

· The net proceeds of the Placing (being approximately £7.6 million) are expected to be used for investment in inventory to ensure availability of key product groups, for capital expenditure to improve operational efficiency and driving margin improvements, to fund market entry in key geographies and for increased liquidity headroom.

· The net proceeds of the Retail Offer are expected to be used to provide further liquidity headroom.

· The Capital Raising is conditional upon, inter alia, the Resolutions required to implement the Placing and Retail Offer being duly passed by Shareholders at the General Meeting.

For further information:

Science in Sport plc	T: +44 (0)20 7400 3700
Daniel Wright, Executive Chairman Daniel Lampard, Chief Operating Officer Christopher Welsh, Chief Financial Officer

Panmure Liberum Limited (Nominated Adviser, Broker and Sole Bookrunner)	T: +44 (0)20 3100 2000
Richard Lindley John More Anake Singh

About Science in Sport plc

Headquartered in London, Science in Sport plc is a leading sports nutrition business that develops, manufactures, and markets innovative nutrition products for professional athletes, sports and fitness enthusiasts and the active lifestyle community. The Company has two highly regarded brands, PhD Nutrition, a premium active-nutrition brand targeting the active lifestyle community, and SiS, a leading endurance nutrition brand among elite athletes and professional sports teams.

The two brands sell through the Company's phd.com and scienceinsport.com digital platforms, third-party online sites, including Amazon and eBay, and extensive retail distribution in the UK and internationally, including major supermarkets, high street chains and specialist sports retailers. This omnichannel footprint enables the Company to address the full breadth of the sports nutrition market.

PhD is one of the UK's leading active nutrition brands with a reputation for high quality and product innovation. The brand has grown rapidly since its launch in 2005. The range now comprises powders, bars, and supplements, including the high protein, low sugar range, PhD Smart.

SiS, a leading endurance nutrition business founded in 1992, has a core range comprising gels, powders and bars focused on energy, hydration, and recovery. SiS is an official endurance nutrition supplier to over 320 professional teams, organisations, and national teams worldwide. SiS supplies more than 150 professional football clubs in the UK, Europe, and the USA.

SiS is Performance Solutions partner to Ineos Grenadiers cycling team, and Tottenham Hotspur and CGC Nice football clubs.

For further information, please visit phd.com and scienceinsport.com

BACKGROUND TO AND REASONS FOR THE TRANSACTION

A new leadership team has been in place since the final quarter of 2023, driving change throughout the Group. The immediate focus of the new leadership team was managing cash outflow and stabilising relationships with the Company's various stakeholders. Significant operational cost savings have been extracted under the new leadership in the final quarter of 2023 with an annualised benefit in excess of £6m. Significant strategic progress has also been made following the completion of a full business review in 2023.

Whilst the Directors believe the strength of the Company's two core brands, SiS and PhD is unquestionable, the prior strategy of aggressive top line growth across all channels and markets has been reset and replaced with a revised model of controlled growth. The new operating model is expected to deliver sustainable cash generative profitability at improved margins, from a reduced cost base and to result in de-leveraging over time.

Marginal revenue channels have been reset and measures have been implemented to secure and grow the Group's profitable revenue streams. A significant number of less profitable marketing contracts have been exited and further savings are expected to be made throughout 2024. Marketing spend will be aligned to identifiable commercial traction and the new leadership team is taking the opportunity to re-engage with the Company's core customers, shareholders and financing partners to build the business from a more stable platform. In the medium term, sustained revenue growth is expected to be delivered with strong commercial execution to drive profitability via controlled growth.

Medium-term targets

The Board has set a number of medium-term targets for the Group:

· Revenue growth to >£75m (representing a compound annual growth rate of c. 15% from the FY24 expected base);

· Underlying gross margin of 50% and contribution margin of at least 27.5%;

· Mid-teen percentage EBITDA margin target, delivering a range of £10m to £15m EBITDA; and

· De-leveraging, with the Group at less than 1x net debt / EBITDA (excluding any controlled investment into growth initiatives).

The Company is now seeking to raise approximately £8.0 million by way of the Placing to invest in working capital, for capital investment to drive further efficiencies and margin and also to support the Group's revised international strategy, as further set out in the Use of Proceeds section below.

DEBT FACILITIES

The Group currently has a total of £13.6 million of debt facilities and is £11.8 million drawn as at 28 June 2024, comprising:

· a flexible invoice credit facility with HSBC of £8.0 million, of which approximately £6.9 million was drawn;

· a trade finance facility of £4.0 million with HSBC, of which approximately £3.9m was drawn;

· asset finance facilities with Lombard Equipment Finance ("Lombard"), of which approximately £2.9 million was outstanding; and

· a virtual credit card ("VCC") of £1.6 million, of which approximately £1.0 million was drawn.

It has been agreed in principle with HSBC that, subject to approval by HSBC's credit committee and completion of legal documentation and conditional on completion of the Placing, the HSBC debt facilities will be amended and ultimately comprise a new £4.0 million revolving credit facility ("RCF") and the existing £8.0 million invoice financing facility (together the "Revised Debt Facilities"). The RCF will replace the trade finance facility and the VCC. There will be a transition period, with the trade finance facility reducing by £1 million per month from September 2024. £1m of the RCF will become available in September 2024 and increase by £1 million per month in line with the trade finance facility reduction. The VCC will be fully paid down in September 2024.

The Directors believe the Revised Debt Facilities will be more appropriate for the Group's requirements, being committed for three years and will be on more favourable terms than the existing HSBC facilities. The Lombard facility will remain in place, with repayments ending in 2027.

BOARD CHANGES

As announced on 28 June 2024, Christopher Welsh has been appointed as Chief Financial Officer, with Daniel Lampard becoming Chief Operating Officer, having joined the Group as Chief Financial Officer in 2022. Megan Blaylock will also be joining as Chief Commercial Officer (a non-plc board position) at the end of July 2024.

Christopher Welsh is a Chartered Accountant and brings a wealth of financial experience and was formerly Chief Financial Officer at the former AIM-listed company, Accrol Group Holdings plc until its recent acquisition by Navigator Paper UK Limited. He has also held senior roles in large global businesses including as Head of Financial Reporting at INEOS Enterprises. Christopher has significant experience in mergers and acquisitions, and multi-national consolidation in addition to being skilled in technical accounting, audit management - delivering on multi-national and multi-firm audits, and tax.

Megan Blaylock is a McKinsey alumnus and joins from Glanbia Performance Nutrition, where she led the global commercial team for the Body & Fit division. She has extensive experience in strategic development and commercial execution with a proven track record of delivering growth in multi-national markets.

RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023 ("FY23")

The Company published its FY23 results on 28 June 2024. These are available at: https://www.sisplc.com/results-centre/.

HALF YEAR TRADING UPDATE AND NET DEBT POSITION

On 28 June 2024, the Company also announced a trading update for the half year to 30 June 2024, which is available at https://www.sisplc.com/results-centre/.

Net debt (pre-IFRS16 lease liabilities) as at 30 June 2024 is expected to be approximately £13.8 million (H1 FY23: £13.2 million) as annualised cost saving actions are yet to be fully realised in cash generation. Continued margin improvements are anticipated, resulting in cash generation and significant deleveraging in the medium term. Management intends to reduce trade creditors by approximately £3m in the remainder of the current financial year as payment terms are normalised.

DETAILS OF THE PLACING

The Company intends to raise gross proceeds of approximately £8.0 million by means of the Placing. The Placing Shares will represent approximately 28.8 per cent. of the Existing Ordinary Shares on 3 July 2024, the latest practicable date prior to the publication of this Announcement. The aggregate net proceeds after costs related to the Placing are expected to be approximately £7.6 million.

The Sole Bookrunner's obligations under the Placing Agreement in respect of the Placing are conditional, inter alia, upon:

(i) the Resolutions required to implement the Capital Raising being duly passed by Shareholders at the General Meeting;

(ii) the Placing Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; and

(iii) Admission becoming effective by no later than 8.00 a.m. on 25 July 2024 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Sole Bookrunner and the Company may agree).

If any of the conditions above are not satisfied, the Placing Shares will not be issued.

The Placing Shares are not subject to clawback. The Placing is not being underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.

Subject to, inter alia, the passing of the Resolutions required to implement the Capital Raising, application will be made to the London Stock Exchange, for Admission. Admission is expected to occur and dealings are expected to commence in the Placing Shares at 8.00 a.m. on 25 July 2024. If Admission does not occur, then the Company will not receive the relevant net proceeds in respect of the Placing and the Company may not be able to finance the activities it intends to utilise the net proceeds of the Placing for, as described in this Announcement.

DETAILS OF THE DIRECTOR PARTICIPATION

The following Directors have indicated an intention to subscribe for New Ordinary Shares in the Placing in the following amounts, following this Announcement:

Director	Existing beneficial shareholding	New Ordinary Shares to be subscribed for	Shareholding on completion of the Placing*	Shareholding as a percentage of the Enlarged Issued Share Capital
Daniel Wright**	1,706,141	5,882,353	7,588,494	3.27%
Christopher Welsh	-	147,059	147,059	0.06%

Note: *assuming that the Directors commit to subscribe for New Ordinary Shares as they have indicated.

**1,000,000 Ordinary Shares held through Gomrath Limited, a family investment company

USE OF PROCEEDS

It is intended that the net proceeds of the Placing will be utilised as follows:

· Investment in inventory (circa £2 million to £3 million) to ensure availability of key product groups; the demand for gel and hydro products was significantly ahead of expectations in the first half of the year;

· Capital investment (circa £1 million to £1.5 million) to drive further operational efficiencies and margin, with investment in the gel machine, semi-automation of hand-packing and powder line improvements, with an overall payback of less than two years;

· Re-setting and developing "Go to Market" strategies (£1 million+) with key commercial partners to drive growth; and

· To improve liquidity headroom and consequently reduce bank finance costs.

It is intended that the net proceeds of the Retail Offer will be used to provide further liquidity headroom.

EFFECTS OF THE PLACING

Upon Admission, the issued Share Capital is expected to be 229,331,430 Ordinary Shares and the Placing Shares will represent approximately 20.52 per cent. of this Issued Share Capital, (in each case, assuming no Retail Offer Shares are issued).

The Directors have concluded that proceeding with the Placing is the most suitable option available to the Company for raising additional funds through the issue of the Placing Shares and that issuing the Placing Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned.

NEW MANAGEMENT INCENTIVE PLAN

The Company is proposing to adopt a new incentivisation plan, the Growth Plan, to incentivise executive management and to closely align their interests with Shareholders. This will be subject to the approval of Shareholders at the General Meeting.

In designing the Growth Plan, the Remuneration Committee wanted to ensure that remuneration should be geared towards long term variable elements vs short term cash remuneration and that the value creation targets should be truly rewarding to Shareholders, taking into account the illiquid nature of the asset class and the risk premium that investors should expect for supporting growth companies.

The Growth Plan covers the value created over the next three years and will be measured by reference to the increase in market capitalisation of the Company following the Placing calculated by reference to the Enlarged Issued Share Capital at the Issue Price and compared to the market capitalisation of the Company at the 60 day volume weighted average price per Ordinary Share three 3 years post grant. No value will accrue to recipients beneath a 20 per cent. return and in order for full value to be delivered, the management team must deliver a return of 300 per cent. over the next 3 years, which equates to a share price of 68 pence per Ordinary Share. Dilution would be circa 7 per cent. on full vesting.

There will be a further announcement setting out more details on the Growth Plan.

GENERAL MEETING

The Directors do not currently have sufficient authority to allot the New Ordinary Shares for cash free of statutory pre-emption rights and accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting on that basis. The Capital Raising is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting and upon the Placing Agreement not having been terminated and becoming unconditional in so far as it relates to the Placing.

The General Meeting is to be held at the offices of the Company at 25/7 - 11 York Street, Manchester, M2 2AW at 10.00 a.m. on 24 July 2024.

If the resolutions numbered 1 and 2 in the Notice of General Meeting are not passed by the Shareholders at the General Meeting, the Capital Raising will not proceed. The Resolutions can be summarised as follows:

· Resolution 1 - this will be proposed as an ordinary resolution (requiring a simple majority of votes in favour) and seeks the approval of Shareholders to authorise the Directors to allot the New Ordinary Shares in connection with the Capital Raising;

· Resolution 2 - this will be proposed as a special resolution (requiring the approval of at least 75 per cent. of the votes cast) and seeks the approval of Shareholders to authorise the Directors to dis-apply pre-emption rights in connection with the allotment of the New Ordinary Shares in connection with the Capital Raising. This authority is being sought to allow the Directors to issue New Ordinary Shares on a non pre-emptive basis in connection with the Capital Raising; and

· Resolution 3 - this will be proposed as an ordinary resolution (requiring a simple majority of votes in favour) and seeks the approval of Shareholders to establish, adopt and/or grant awards under the Growth Plan, as described above. Further information will be set out in the Circular.

Save in respect of the allotment of the New Ordinary Shares, the grant of options to employees under employee share plans or other similar incentive arrangements and pursuant to any exercise of existing options in respect of Ordinary Shares, the Directors have no current intention to allot shares, or rights to subscribe or convert into shares, in the capital of the Company.

POSTING OF CIRCULAR

The Company intends to publish and send the Circular to Shareholders on or around 8 July 2024, which will contain the Notice of General Meeting convening the General Meeting and proposing the Resolutions. The Circular will also be available on the Company's website: https://www.sisplc.com/.

IMPORTANT NOTICES

This Announcement may contain "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. These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Sole Bookrunner nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Panmure Liberum is authorised and regulated 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 or any other matters referred to in this Announcement, and Panmure Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sole Bookrunner 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.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

INFORMATION TO DISTRIBUTORS

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the 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, the Sole Bookrunner 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 the Placing Shares.

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

EEA product governance

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 in the European Economic Area (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 (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU 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; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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 EU 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 EU Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU 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 the 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 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Placing	4 July 2024
Announcement of the Retail Offer	4 July 2024
Announcement of the results of the Placing	5 July 2024
Announcement of the results of the Retail Offer	8 July 2024
Expected date of the Circular and of the posting of the Circular and Forms of Proxy	8 July 2024
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via CREST	10.00 a.m. on 22 July 2024
General Meeting	10.00 a.m. on 24 July 2024
Results of the General Meeting expected to be announced through a Regulatory Information Service	24 July 2024
Expected date for Admission and commencement of dealings in the Placing Shares and Retail Offer Shares	8.00 a.m. on 25 July 2024
Expected date on which CREST accounts to be credited with Placing Shares in uncertificated form	As soon as possible following Admission
Expected date for despatch of definitive share certificates in respect of Placing Shares to be issued in certificated form	Within 10 Business Days of Admission

Notes:

(1) References to times in this Announcement are to London time (unless otherwise stated).

(2) Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to the Shareholders by announcement through a Regulatory Information Service.

(3) Admission and the commencement of dealings in the Placing Shares on AIM are conditional on, inter alia, the passing of the Resolutions required to implement the Capital Raising.

APPENDIX 2

TERMS AND CONDITIONS OF THE PLACING

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 Panmure 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 5(1) of the EU Prospectus Regulation, (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 EU Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of Panmure 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 EU Prospectus Regulation as having been made to such persons;

3. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom other than Relevant Persons or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

4. except as otherwise permitted by Panmure 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

5. 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

6. 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 Panmure 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

Panmure Liberum, as sole bookrunner, has today entered into the 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 Issue 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 on AIM

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 25 July 2024.

Participation in, and principal terms of, the Placing

Panmure 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 Issue 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 Panmure Liberum.

The number of Placing Shares to be issued will be agreed between Panmure Liberum and the Company following completion of a bookbuilding exercise by Panmure Liberum (the "Bookbuild"). The results of the Bookbuild will be recorded in the announcement of the results of the Placing, 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 Panmure Liberum stating the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price.

Panmure Liberum and the Company will together determine at their 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 Panmure Liberum as agent of the Company ("Confirmation"). A contract note or an 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 Issue Price on the terms and conditions set out in this Appendix 2 to this Announcement (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).

Panmure Liberum (after consultation with the Company) 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. Panmure Liberum (after consultation with the Company) also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Panmure Liberum. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

Each Placee will be required to pay to Panmure Liberum, on the Company's behalf, the Issue 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 Panmure Liberum and the Company. Each Placee has an immediate, irrevocable and binding obligation, owed to Panmure Liberum, to pay in cleared funds an amount equal to the product of the Issue 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 its Appendices in their entirety; (ii) to be participating in the Placing upon the terms and conditions contained in this Appendix 2; and (iii) to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix 2. To the fullest extent permitted by law and the applicable FCA rules (the "FCA Rules"), neither (i) Panmure 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 Panmure 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 having been 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 Panmure 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.

Notwithstanding anything to the contrary in this Announcement or the representations where the Placee is acting in its capacity as agent, as a discretionary investment manager on behalf of its underlying clients (who may include individuals and/or retail clients as defined within MiFID II and/or the FCA Rules), then the discretionary investment manager shall be regarded as the Placee for the purpose of this Announcement and not the underlying client. For the avoidance of doubt, the representations and warranties are given by the Placee itself, and not the underlying client(s).

To the fullest extent permissible by law, neither the Company nor Panmure 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 Panmure 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 Panmure Liberum and the Company may agree.

Conditions of the Placing

The obligations of Panmure 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;

3. Admission having occurred not later than 8.00 a.m. on 25 July 2024 or such later date as the Company and Panmure Liberum may agree, being not later than 8.00 a.m. on 25 August 2024.

If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by Panmure 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 each 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.

Panmure 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 its Appendices).

Neither Panmure 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 Panmure Liberum.

Termination of the Placing Agreement

Panmure 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 Panmure Liberum is or becomes (by reference to the facts, matters or circumstances from time to time existing) untrue, inaccurate or misleading;

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

3. in the opinion of Panmure 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 Group taken as a whole, whether or not arising in the ordinary course of business, which Panmure Liberum considers, in its sole judgement (acting in good faith), to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Placing, Retail Offer, 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 Panmure Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure 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, Panmure Liberum or any other person and neither Panmure 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 Panmure 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 Panmure Liberum.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Panmure Liberum. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Issue 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 an electronic trade confirmation in accordance with the standing arrangements in place with Panmure Liberum, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Panmure Liberum and settlement instructions.

The Company will deliver the Placing Shares to the CREST account operated by Panmure Liberum as agent for the Company and Panmure 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.

It is expected that settlement in respect of the Placing Shares will take place on 25 July 2024 on a delivery versus payment basis.

Subject to the conditions set out above, payment in respect of the Placees' allocation is due as set out below. 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 Panmure Liberum. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the Placing Shares are as follows:

CREST Participant ID of Panmure Liberum: 7BUAG

Expected Trade Date: 5 July 2024

Expected Settlement Date: 25 July 2024

ISIN code for the Placing Shares: GB00BBPV5329

Deadline for Placee to input instructions into CREST: 10.00 a.m. on 22 July 2024

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 prevailing Sterling Overnight Index Average (SONIA) as determined by Panmure 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 its Appendices, 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 Company's articles of association;

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 Panmure 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 Panmure 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 Panmure 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 Panmure Liberum or the Company or their respective affiliates and neither Panmure 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 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 Panmure 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, 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 5(1) of the UK Prospectus Regulation or the EU Prospectus Regulation (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, Relevant Persons in the UK or Qualified Investors in a member state of the European Economic Area, or in circumstances in which the prior consent of Panmure 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 or within the meaning of the UK Prospectus Regulation;

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 EEA within the meaning of the EU Prospectus Regulation (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 it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a Relevant Person and if it is within a member state of the EEA, it is a Qualified Investor. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

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 European Economic Area, 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 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 Panmure 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 Panmure Liberum may in its discretion determine and without liability to such Placee;

22. neither Panmure 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 Panmure Liberum for the purposes of the Placing and that Panmure 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 Panmure 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 Panmure Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of Panmure 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 Panmure 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. Panmure 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 Panmure 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 Panmure 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. 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 Panmure 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 Panmure 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 Panmure Liberum accordingly;

29. no action has been or will be taken by any of the Company, Panmure Liberum or any person acting on behalf of the Company or Panmure 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;

30. 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;

31. 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 Panmure Liberum;

32. it may not rely on any investigation that Panmure Liberum or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and Panmure 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 Panmure Liberum or the Company for the purposes of this Placing;

33. it will not hold Panmure 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 Panmure 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;

34. 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, 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, 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;

35. unless specifically agreed in writing with Panmure 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;

36. 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);

37. 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 Panmure 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 Panmure 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 Panmure Liberum, any money held in an account with Panmure 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 Panmure Liberum in accordance with the client money rules and will be used by Panmure Liberum in the course of its own business; and the Placee will rank only as a general creditor of Panmure Liberum (as applicable).

All times and dates in this Announcement may be subject to amendment. Panmure 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.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.

DEFINITIONS

Act	the Companies Act 2006, as amended from time to time
Admission	admission of the Placing Shares to trading on AIM, which, subject to and conditional upon certain conditions, including the passing of the Resolutions required to implement the Capital Raising, is expected to occur at 8.00 a.m. on 25 July 2024
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
Capital Raising	the Placing and the Retail Offer
Circular	means the Company's circular to its Shareholders to be dated on or around 8 July 2024
certificated or in certificated form	a share or other security not held in uncertificated form (i.e. not in CREST)
Company	Science in Sport plc, a company incorporated and registered in England and Wales with registered number 08535116
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International 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
EBITDA	expenses before interest, taxes, depreciation and amortisation
Enlarged Issued Share Capital	the entire issued share capital of the Company following completion of the Placing and the Retail Offer on Admission, assuming no other Ordinary Shares are issued between the date of this document and Admission
EU	the European Union
Existing Ordinary Shares	the 182,272,607 Ordinary Shares in issue as at the date of this Announcement
Financial Conduct Authority or FCA	the Financial Conduct Authority of the United Kingdom
Forms of Proxy	the forms of proxy to be used by Shareholders having the right to attend and vote on the resolutions to be proposed at the General Meeting
FSMA	the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time)
FY23	the financial year ended on 31 December 2023
FY24	the financial year ending 31 December 2024
General Meeting	the general meeting of the Company to be convened for 10.00 a.m. on 24 July 2024 at 25/7 - 11 York Street, Manchester, M2 2AW
Group	the Company and its subsidiary undertakings from time to time
Growth Plan	the proposed Growth Plan of the Group in relation to ordinary shares in the capital of SIS Limited
HSBC	HSBC UK Bank plc
Issue Price	17 pence
Lombard Equipment Finance	Lombard North Central plc
London Stock Exchange	London Stock Exchange plc
Long Stop Date	means 25 August 2024
MAR	Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the EU (Withdrawal) Act 2018
MiFID	EU Directive 2014/65/EU on markets in financial instruments, as amended
New Ordinary Shares	together the Placing Shares and the Retail Offer 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 ten pence each in the share capital of the Company
Panmure Liberum or Sole Bookrunner	Panmure Liberum Limited (company number: 04915201), the Company's financial adviser, nominated adviser, broker and sole bookrunner in respect of the Placing
Placees	a person procured by Panmure Liberum on behalf of the Company who agrees conditionally to subscribe for Placing Shares on the terms of this Announcement
Placing	the conditional placing by Panmure 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 4 July 2024 between the Company and Panmure Liberum relating to the Placing, further details of which are set out in this Announcement
Placing Documents	this Announcement, the Placing Results Announcement, the Circular and any other documents, announcements or other communications issued by or on behalf of the Company (on its express instruction) in connection with the Placing or the offering of the New Ordinary Shares
Post Admission Dealings	dealings in the New Ordinary Shares during the period from Admission until 90 days thereafter
Placing Results Announcement	the press announcement to be issued by the Company, giving details of the numbers of Placing Shares to be issued by the Company to Placees at the Issue Price
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 New Ordinary Shares during the period from Admission until 90 days thereafter
Resolutions	the resolutions numbered 1, 2 and 3 to be proposed at the General Meeting, to be set out in the Notice of General Meeting
Retail Investors	existing Shareholders who are resident in the United Kingdom and are a customer of an Intermediary who agrees conditionally to subscribe for Retail Offer Shares in the Retail Offer
Retail Offer	the offer of Retail Offer Shares to Retail Investors, through Intermediaries on the Winterflood retail access platform
Retail Offer Shares	the New Ordinary Shares to be allotted and issued to Retail Investors in connection with the Retail Offer
Shareholders	holders of Ordinary Shares from time to time
subsidiary undertaking	as defined in section 1162 and Schedule 6 of the Act
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
Winterflood	Winterflood Securities Limited, a company incorporated and registered in England and Wales with registered number 02242204

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Companies

Science In Sport (SIS)

Thursday, 19th December 2024

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