Result of Placing and Director/PDMR Dealings

RNS Number : 6281K

Science in Sport PLC

23 April 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

Science in Sport plc

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

Result of Placing and Director/PDMR Dealings

Science in Sport, the premium performance nutrition company serving elite athletes, sports enthusiasts and the gym lifestyle community, is pleased to announce the completion of the Placing announced yesterday (the "Launch Announcement").

A total of 12,038,659 new ordinary shares of 10 pence each (the "Placing Shares") have been placed by Liberum at a price of 37 pence per share (the "Issue Price"), representing a 1.4 per cent. premium to the closing mid-market price on 22 April 2020. The Placing was conducted by way of an accelerated book build process. Liberum Capital Limited ("Liberum") acted as sole broker on the Placing.

Taken together with the Subscription Shares to be issued in connection with the Subscription, the Fundraising will result in 12,281,902 New Ordinary Shares being issued, representing approximately 10 per cent. of the existing issued share capital of the Company and raising gross proceeds of approximately £4.5 million.

As outlined in the Launch Announcement, the net proceeds of the Fundraising are intended to be used to strengthen the Company's balance sheet, with a view to providing sufficient liquidity and flexibility to allow the Company to manage through and beyond the period of expected disruption caused by COVID-19 and continue to invest in its high growth strategy.  The Company remains committed to its long-term growth plans through continued investment in brand equity, science-led product innovation and its E-Commerce business, together with expansion in International markets. The net proceeds of the placing should enable the Company to emerge from the COVID-19 outbreak in a strengthened financial position and to be able to continue to invest in the growth of the business.

Stephen Moon, Chief Executive Officer of Science in Sport, said:

"Today's fundraising will provide the Company with additional liquidity during the disruption caused by COVID-19, thereby enabling us to remain firmly focused on the delivery of our high-growth strategy. E-commerce is a key component of that strategy and it is particularly pleasing that we are able to continue to serve customers during the COVID-19 outbreak through online channels. I would like to thank investors for the level of their support in today's fundraising, which further endorses the quality of the SiS and PhD brands and the long-term potential of the Company's growth plans."

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is anticipated that Admission of the New Ordinary Shares will take place at 8.00 a.m. on 27 April 2020. The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares. The New Ordinary Shares will represent, in aggregate, approximately 9.1 per cent. of the Company's enlarged issued share capital on Admission (assuming no other issuance of Ordinary Shares prior to Admission).

Total Voting Rights

Following Admission of the New Ordinary Shares, the Company's issued and fully paid share capital will consist of 135,100,931 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in Treasury. The figure of 135,100,931 Ordinary Shares may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Director Share Purchases

Stephen Moon (Chief Executive Officer), James Simpson (Chief Financial Officer), and Roger Mather (Non-Executive Director) each participated in the Placing. Alongside the Placing, John Clarke (Non-Executive Chairman) and Tim Wright (Non-Executive Director) subscribed for Subscription Shares.

In accordance with DTR 3.1 and Article 19 of The Market Abuse Regulation, the Company announces that it has been notified by the Directors that they have acquired Ordinary Shares in the Company as listed below.

Director	Existing number of Ordinary Shares held	Percentage of Existing Ordinary Shares held	New Ordinary Shares acquired	Ordinary Shares held post-Admission	Percentage Enlarged Share Capital held
John Clarke	178,500	0.15%	135,135	313,635	0.23%
Stephen Moon	843,456	0.69%	81,081	924,537	0.68%
James Simpson	Nil	Nil	27,027	27,027	0.02%
Roger Mather	Nil	Nil	54,054	54,054	0.04%
Tim Wright	Nil	Nil	108,108	108,108	0.08%

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Launch Announcement dated 22 April 2020.

This announcement is released by Science in Sport plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of   the Company by James Simpson, Chief Financial Officer.

For further information:

Science in Sport plc    [phone]

Stephen Moon, Chief Executive Officer

James Simpson, Chief Financial Officer

Liberum Capital Limited - Nominated Adviser and Broker    + 44 (0) 20 3100 2222

Bidhi Bhoma

James Greenwood

William Hall

Buchanan Communications   + 44 (0) 20 7466 5000

Mark Court

Vicky Hayns

Tilly Abraham

[e-mail]

IMPORTANT NOTICES

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Liberum is authorised by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this Announcement in certain jurisdictions may be restricted by law. This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities the United States of America, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any jurisdiction in which such offer or solicitation would be unlawful and should not be relied upon in connection with any decision, or as any inducement, to subscribe for or acquire any new Ordinary Shares. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. No public offer of securities is being made in the United Kingdom or elsewhere.

This Announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States. Placing Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act") or an exemption therefrom. The Company has not and does not intend to register any securities under the US Securities Act and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted. The Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Information to Distributors

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

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

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

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

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)
			37p	81,081
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	23 April 2020
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	James Simpson
2	Reason for notification
a.	Position/Status	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)
			37p	27,027
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	23 April 2020
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	John Clarke
2	Reason for notification
a.	Position/Status	Non-Executive Chairman
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)
			37p	135,135
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	23 April 2020
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	Roger Mather
2	Reason for notification
a.	Position/Status	Non-Executive Director
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)
			37p	54,054
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	23 April 2020
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	Tim Wright
2	Reason for notification
a.	Position/Status	Non-Executive Director
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)
			37p	108,108
d.	Aggregated information - Aggregated Volume - Price	n/a (single transaction)
e.	Date of the transaction	23 April 2020
f.	Place of the transaction	London Stock Exchange, AIM

 

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