Proposed Placing of New Ordinary Shares

RNS Number : 5580K

Science in Sport PLC

22 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SCIENCE IN SPORT PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

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")

Proposed Placing of New Ordinary Shares

Science in Sport, the premium performance nutrition company serving elite athletes, sports enthusiasts and the gym lifestyle community, announces its intention to conduct a placing (the "Placing") of new ordinary shares of 10 pence each (the "Placing Shares") at a price of 37 pence per share (the "Issue Price"). In conjunction with the Placing, all directors of the Company intend to either participate in the Placing or subscribe (the "Subscription") for, in aggregate, 405,405 new ordinary shares of 10 pence each (the "Subscription Shares" and together with the Placing Shares, the "New Ordinary Shares") at the Issue Price to contribute approximately £ 150,000   in aggregate through the Placing and Subscription.  The Company intends to issue up to 12,281,902 New Ordinary Shares, equivalent to approximately 10 per cent. of the current issued share capital of the Company, in connection with the Placing and Subscription (together, the "Fundraising").

The Placing is being conducted via an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement") and is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement) (the "Appendix"). Liberum Capital Limited ("Liberum") is acting as sole bookrunner in relation to the Placing.

Overview

· Placing and Subscription to issue up to 12,281,902 New Ordinary Shares at the Issue Price, in aggregate .

· Net proceeds   of the Fundraising, will 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 Fundraising will enable the Company to emerge from the current crisis in a strengthened financial position and to be able to continue to invest in the growth of the business.

· The final number of Placing Shares will be agreed by Liberum and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.

· The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Liberum and the Company. The Placing is not being underwritten.

· The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

· The Placing and the Subscription are conditional, inter alia, upon Admission of the New Ordinary Shares to trading on AIM taking place no later than 27 April 2020.

· The Directors of the Company, being John Clarke (Non-Executive Chairman), Stephen Moon (CEO), James Simpson (CFO), Roger Mather (Non-Executive Director) and Tim Wright (Non-Executive Director) are intending to either participate in the Placing or the Subscription for an aggregate of 405,405 New Ordinary Shares at the Issue Price, equivalent to approximately £150,000.

Trading update and reasons for the Placing

Q1 2020 saw the Company make a strong start to the year with revenue for the first quarter of the year up 12 per cent. year-on-year. The Company also continued to realise savings across its supply chain and, as at 31 March 2020, it had a net cash position of £4 million.

Following the worldwide outbreak of coronavirus ("COVID-19"), the Company announced on 18 March 2020 that preparations for the ongoing disruption caused by COVID-19 were underway and included measures such as:

· buying sensitive raw materials with several months cover of certain raw materials secured;

· safeguarding the Company's supply chain operations with the Company's Nelson manufacturing and E-Commerce fulfilment sites and its two third-party logistics operations being isolated from each other; and

· remote working for commercial and operational staff.

Since the end of March and into April, the Company's trading, in common with the broader sector, has experienced a significant decline as the outbreak of COVID-19 has impacted sales across its UK Retail and Export channels in particular, but with Online sales affected to a much lower degree.  

To combat the expected reduction in revenue, manage the near term challenges it faces and to ensure the business remains well positioned to deliver its long-term growth plans, the Company has implemented cost saving measures for the current financial year including a reduction in marketing spend by £4.7 million and a reduction in overheads by £3.1 million. The £3.1 million overhead reduction includes a £1.9 million payroll saving through a headcount freeze, cancelled bonuses and a 10 per cent. salary reduction for all Board members and for all employees, with the exception of lower paid operational and administrative staff. This reduction is currently planned for the remainder of 2020.

The Company also plans on implementing further cash mitigating measures including a reduction in working capital and furloughing a certain number of employees pursuant to the UK Government's Job Retention Scheme.

Notwithstanding the challenges currently faced due to COVID-19, 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. Whilst the Company will continue to streamline the business model where possible, the net proceeds of the Fundraising will 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 and continuing disruption.

Assuming gross proceeds of approximately £4.5 million from the Fundraising, the Company believes it would have sufficient working capital on a COVID-19-related downside scenario to enable the Company to emerge from the current crisis in a strengthened financial position, enable the Company to invest in its proven high growth strategy and to continue to take market share in the £11 billion global sports nutrition market.

The Company has conducted a number of scenario analyses which model the impact of COVID-19 on revenues for the remainder of the current financial year and into FY21. The scenarios modelled result in differing levels of revenues through the remaining quarters of the financial year, with all scenarios predicting a significant impact on Q2 2020 but with the most pessimistic scenario envisaging a longer impact from the crisis, with sales being impacted significantly in both the third and fourth quarters of the current financial year, when compared against the same periods in 2019. In this most pessimistic scenario, absent the gross proceeds of the Fundraising, the Company would be broadly cash neutral by the end of December 2020. If required, the Company has also identified a further round of potential additional cash savings which are not currently assumed to be required in its downside scenario. These could be utilised if absolutely necessary, but would result in a significantly reduced ability to deliver on its growth strategy. In addition, to provide further flexibility, the Company has also been exploring with its lending bank, HSBC, a flexible debt facility to be put in place in due course alongside its existing £0.5 million overdraft facility, which is currently in place until the end of September 2020.

While the Board is confident about the long-term prospects for the Company, it anticipates that COVID-19 will continue to have an impact on the Company's business throughout much of 2020. Whilst the Company continues to plan for multiple scenarios and explores various ways to mitigate the impact of COVID-19 due to the continued level of uncertainty, the Board believes it is prudent to withdraw financial guidance for the current financial year.

Details of the Fundraising

The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares will be determined by the Company and Liberum at the close of the Bookbuild and announced by the Company shortly thereafter. Liberum will be acting as sole bookrunner in connection with the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Liberum. The Placing is not being underwritten.

Under the terms of the Placing, the Company intends to issue up to 12,038,659 new Ordinary Shares. The Placing Shares will be placed at the Issue Price . The Company has also entered into subscription letters with John Clarke (Non-Executive Chairman) and Tim Wright (Non-Executive Director) ( the "Subscribers") pursuant to which they have subscribed directly with the Company to conditionally purchase in aggregate 243,243 Subscription Shares at the Issue Price.

The number of New Ordinary Shares will be announced as soon as practicable after the close of the Bookbuild and will be issued in accordance with authorisations granted pursuant to resolutions approved at the Company's last Annual General Meeting held on 27 June 2019.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission of the New Ordinary Shares and will otherwise rankpari passu in all respects with the Existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid.

The Placing and Subscription are conditional upon, inter alia, Admission becoming effective and upon the placing agreement between the Company and Liberum (the "Placing Agreement") becoming unconditional and not being terminated.

The Placing Agreement contains customary warranties and indemnities given by the Company to Liberum with respect to its business and the Company and to certain matters connected with the Placing. The Placing Agreement may be terminated by Liberum in the event of, inter alia, a material breach by the Company of the terms of the Placing Agreement (including the warranties) or a material adverse change in the condition of the Company. Under the terms of the Placing Agreement, the Company has agreed to pay Liberum, in consideration for its broking services in respect of the Placing, a corporate finance fee and a commission representing a percentage of the gross proceeds raised in the Placing.

Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of the Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Members of the public are not entitled to participate in the Placing or Subscription. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Admission, Settlement and CREST

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will be effective and trading in the New Ordinary Shares will commence at 8 a.m. on 27 April 2020.

The Company's articles of association permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Existing Ordinary Shares are already admitted to CREST and therefore the New Ordinary Shares will also be eligible for settlement in CREST. The New Ordinary Shares due to uncertificated holders are expected to be delivered in CREST on 27 April 2020.

Expected Timetable of Principal Events

Announcement of results of Placing	7.30 a.m. on 23 April 2020]
Admission and commencement of dealing in the New Ordinary Shares	8 a.m. on or around 27 April 2020
CREST accounts to be credited with New Ordinary Shares	8 a.m. on or around 27 April 2020

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

Additional information on the Placing is included below. Attention is also drawn to the section headed 'Important Notices' and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for placees only). The number of Placing Shares to be placed in connection with the Placing will be agreed by the Company and Liberum at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book and allocations is at the absolute discretion of Company and Liberum.

Terms used but not defined elsewhere in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.

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 7638 9571

Mark Court

Vicky Hayns

Tilly Abraham

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.

APPENDIX

TERMS AND CONDITIONS OF PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER OR INVITATION TO BUY OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL. NO COPY OR PART OF THIS ANNOUNCEMENT OR THE INFORMATION CONTAINED IN IT MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A RESTRICTED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.

THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.

NO PROSPECTUS HAS BEEN FILED WITH ANY SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA IN CONNECTION WITH THE OFFER AND SALE OF THE NEW ORDINARY SHARES. NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS DOCUMENT OR ON THE MERITS OF THE NEW ORDINARY SHARES AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THE OFFER AND SALE OF THE NEW ORDINARY SHARES IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT THAT THE ISSUER PREPARES AND FILES A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. ANY RESALE OF NEW ORDINARY SHARES ACQUIRED BY A CANADIAN INVESTOR IN THIS OFFERING MUST BE MADE IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, WHICH RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO RESALES OF THE NEW ORDINARY SHARES OUTSIDE OF CANADA.

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

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

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF REGULATION 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

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

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

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

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

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

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

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

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

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

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

Details of the Placing

Liberum, as sole bookrunner, has today entered into the placing agreement with the Company ("Placing Agreement"), under which it has agreed, as agent for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the 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

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares ("Admission") to trading on AIM. Admission is conditional upon, amongst other things, 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 New Ordinary Shares will commence on AIM at 8.00 a.m. on 27 April 2020.

Participation in, and principal terms of, the Placing

Liberum (whether through itself or any of its affiliates) is arranging the Placing as sole bookrunner to the Company and has agreed to use its reasonable endeavours to procure Placees at the 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 Liberum.

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

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

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

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

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

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

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

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

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

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

Conditions of the Placing

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

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

2.  the Subscription Letters (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect to Admission;

3.  Admission having occurred not later than 8.00 a.m. on 27 April 2020 or such later date as the Company and Liberum may agree, being not later than 8.00 a.m. on 18 May 2020.

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

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

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

Termination of the Placing Agreement

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

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

2.  there has been a breach by the Company of any of its undertakings, covenants or obligations under any Subscription Letter;

3.  any Subscription Letter is terminated or rescinded;

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

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

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

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

No prospectus

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

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

Registration and settlement

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

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

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

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

It is expected that settlement in respect of the New Ordinary Shares will take place on 27 April 2020 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 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 New Ordinary Shares are as follows:

CREST Participant ID of Liberum:    ENQAN

Expected Trade Date:    23 April 2020

Expected Settlement Date:    27 April 2020

ISIN code for the New Ordinary Shares:    GB00BBPV5329

Deadline for Placee to input instructions into CREST:  12.00 p.m. on 24 April 2020

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

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

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

Representations and warranties

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

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

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

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

4.  its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the 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 Liberum, nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

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

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

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

10.  it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, 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 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, persons in a member state of the European Economic Area which has implemented the Prospectus Regulation other than to qualified investors, or in circumstances in which the prior consent of Liberum has been given to the proposed offer or resale;

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

13.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus 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 within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order, is a qualified investor as defined in Section 86 of FMSA or is a person to whom this Announcement may otherwise be lawfully communicated;

17.  any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and agrees that, in the 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 the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

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

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

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

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

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

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

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

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

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

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

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

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 Liberum;

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

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

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.  if resident in Canada, it (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

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

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

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

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

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

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

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

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

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

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 New Ordinary Shares to trading on AIM, which, subject to and conditional upon certain conditions, is expected to occur at 8.00 a.m. on 27 April 2020
AIM	AIM, a market operated by the London Stock Exchange
AIM Rules or AIM Rules for Companies	the AIM Rules for Companies published by the London Stock Exchange from time to time
Board or Directors	the current directors of the Company
Business Day	any day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London for the transaction of normal sterling banking business
certificated or in certificated form	a share or other security not held in uncertificated form (i.e. not in CREST)
Company	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 & Ireland Limited is the operator (as defined in the CREST Regulations)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time
EU	the European Union
Existing Ordinary Shares	the 122,819,029 Ordinary Shares in issue as at the date of this Announcement
Financial Conduct Authority or FCA	the Financial Conduct Authority of the United Kingdom
FSMA	the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time)
Fundraising	the Placing and the Subscription
Group	the Company and its subsidiary undertakings from time to time
Issue Price	37 pence per Placing Share
Liberum	Liberum Capital Limited, the Company's financial adviser, nominated adviser and broker
London Stock Exchange	London Stock Exchange plc
New Ordinary Shares	the Placing Shares and the Subscription Shares
Ordinary Shares	ordinary shares of 10 pence each in the share capital of the Company
Placing	the conditional placing by Liberum, as agent for the Company, of the Placing Shares pursuant to the terms, and subject to the conditions, set out in the Placing Agreement
Placing Agreement	the conditional agreement dated 22 April 2020 between the Company and Liberum relating to the Placing, further details of which are set out in this Announcement
Placing Documents	this announcement, the Placing results announcement 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 Placing Shares
Placing Shares	the new 12,038,659 Ordinary Shares to be allotted and issued to institutional and other investors in connection with the Placing
Post Admission Dealings	dealings in the Placing Shares during the period from Admission until 90 days thereafter
Prospectus Regulation Rules	the prospectus regulation rules made by the FCA in the exercise of its function as competent authority pursuant to Part VI of FSMA, as amended from time to time
Restricted Jurisdictions	any jurisdiction where the extension or availability of an offer of Ordinary Shares, or the accessing of this announcement or its publication, distribution or other dissemination, would be prohibited by, or would breach, any applicable law or regulation
Shareholders	holders of Ordinary Shares from time to time
Subscriber	John Clarke (Non-Executive Chairman) and Tim Wright (Non-Executive Director) who agree to conditionally to subscribe for Subscription Shares on the terms of the Subscription Letters
Subscription	the subscription for the Subscription Shares by Subscribers pursuant to the terms of the Subscription Letters
Subscription Letters	the letters entered into by the Company and each of the Subscribers on or around the date of this Announcement
Subscription Shares	the 243,243 new Ordinary Shares to be subscribed for in connection with the Subscription
Subsidiary	as defined in section 1159 and Schedule 6 of the Act
subsidiary undertaking	as defined in section 1162 and Schedule 6 of the Act
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

 

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