Result of Placing and Director Dealings

RNS Number : 4155B

Science in Sport PLC

30 September 2022

 

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INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE EU MARKET ABUSE REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME INCLUDING BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/ 310)("MAR")).

Science in Sport plc

(" Science in Sport ", the "Group" or the "Company")

Result of Placing and Director Dealings

Science in Sport, the premium performance nutrition company serving elite athletes, sports enthusiasts and the gym lifestyle community, is pleased to announce that, following the announcement made earlier today (the "Announcement") regarding the launch of the proposed placing (the "Placing") it has successfully placed 33,333,333 new ordinary shares of 10 pence each in the capital of the Company (the "New Ordinary Shares") at a price of 15 pence per share (the "Issue Price") raising gross proceeds of approximately £5.0 million.

The New Ordinary Shares represent 23.9 percent of the issued ordinary share capital of the Company prior to the Placing.

Liberum Capital Limited ( " Liberum " ) acted as Nominated Adviser, Broker and Sole Bookrunner in connection with the Placing.

Related Party Transaction

Lombard Odier is considered to be a related party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial shareholder of the Company.

Lombard Odier has agreed to subscribe for 16,243,945 New Ordinary Shares as part of the Placing.

The Directors, having consulted with the Company's Nominated Adviser, Liberum, consider that the terms of the participation in the Placing by Lombard Odier is fair and reasonable insofar as the shareholders of the Company are concerned.

Director Share Purchases

Stephen Moon (CEO) and Daniel Lampard, who will commence his position as Chief Financial Officer on 19 October 2022, participated in the Placing as follows:

Director	Existing shareholding	Number of New Ordinary Shares	Resultant shareholding	Resultant shareholding on Admission (%)
Stephen Moon	924,537	221,573	1,146, 110	0.66
D aniel Lampard	Nil	33,333	33,333	0.02

Notice of General Meeting

The Circular containing further details of the Placing and convening the General Meeting and containing the Proxy Form for the General Meeting is expected to be despatched to Shareholders  on or around  4 October 2022  and will thereafter be available on the Company's website at https://www.sisplc.com/.

Admission

Application will be made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 21 October 2022 (being the business day following the General Meeting), subject to the Resolutions being passed at the General Meeting.

The New Ordinary Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Launch Announcement.

For further information:

Science in Sport plc	T: 020 7400 3700
Stephen Moon, CEO
Liberum (Nominated Adviser, Broker and Sole Bookrunner)	T: 020 3100 2000
Richard Lindley Will Hall Lucas Bamber

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 in the United States of America, Australia, Canada, Japan, New Zealand 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. New Ordinary 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 New Ordinary 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 the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/ 310) ("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; (c) local implementing measures; and (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (including the FCA's Product Intervention and Governance Sourcebook) (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 New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary 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 New Ordinary Shares may decline and investors could lose all or part of their investment; New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary 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 New Ordinary Shares.

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

The information below set out in accordance with the requirement of the EU Market Abuse Regulation provides further detail.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Stephen Moon
2	Reason for notification
a.	Position/Status	Chief Executive Officer
b.	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Science in Sport plc
b.	LEI	213800FWYWBJFJPPJ981
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of 10p each   ISIN: GB00BBPV5329
b.	Nature of the transaction	Purchase of shares
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			15p	221,573
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	30 September 2022
f.	Place of the transaction	London Stock Exchange, AIM

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Daniel Lampard
2	Reason for notification
a.	Position/Status	Incoming Chief Financial Officer
b.	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Science in Sport plc
b.	LEI	213800FWYWBJFJPPJ981
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of 10p each   ISIN: GB00BBPV5329
b.	Nature of the transaction	Purchase of shares
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			15p	33,333
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	30 September 2022
f.	Place of the transaction	London Stock Exchange, AIM

 

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