Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email [email protected] in the first instance.

 Information  X 
Enter a valid email address

Science in Sport PLC (SIS)

  Print      Mail a friend

Tuesday 14 November, 2017

Science in Sport PLC

Firm Placing and Open Offer

RNS Number : 3805W
Science in Sport PLC
14 November 2017
 

14 November 2017

 

SCIENCE IN SPORT PLC

("SiS" or the "Company")

 

Firm Placing and Open Offer to raise up to approximately £15.0 million

 Notice of General Meeting

 

Science in Sport plc (AIM: SIS), a leading sports nutrition company that develops, manufactures and markets sports nutrition products for professional athletes and sports enthusiasts, is pleased to announce a conditional Firm Placing and Open Offer to raise up to approximately £15.0 million before costs through the issue of up to 21,425,420 new Ordinary Shares at the Offer Price of 70 pence per share.

 

Highlights

·      Oversubscribed Firm Placing of 20,000,000 Ordinary Shares at the Offer Price of 70 pence per Ordinary Share to raise £14.0 million before expenses. The Transaction has received strong support from both existing shareholders and new institutional investors.

·      Open Offer for an aggregate of 1,425,420 Offer Shares on the basis of 1 New Ordinary Share for every 32 Existing Ordinary Shares, at 70 pence each to raise up to approximately £1.0 million before expenses.

·      The Offer Price of 70 pence per share represents a discount of 2.1 per cent. to the closing mid-market price of 71.5 pence on 13 November 2017, being the last business day prior to this announcement.

·      The net proceeds will be used by the Company to invest within the following markets/regions in order to increase brand awareness, support working capital requirements and to develop distribution in online and traditional sales channels:

-    the US sports nutrition market, specifically to support online distribution;

-    the football market; and

-    the Italian sports nutrition market.

·      In addition to the above, the balance of the net proceeds will be used to fund working capital needs of the Company, as well as supporting further investment in brand awareness and development of our e-commerce platform in the core UK and EU business.

·      The Firm Placing and Open Offer are conditional, inter alia, upon Shareholders approving the Resolutions at a General Meeting. A circular containing a Notice of General Meeting will be sent to Shareholders today.

 

Science in Sport Chief Executive, Stephen Moon commented:

 

"Science in Sport has quickly grown to become a leader in endurance sports nutrition for elite athletes, but our ambition is to capture a much bigger market share and to expand internationally beyond our now profitable core business. The US market and football present highly compelling growth opportunities and the new funds will allow us to implement our plans to increase our position and brand awareness in these markets, as well as invest in the development of our e-commerce platform.

 

"We are delighted with the level of support from existing shareholders and new investors, which has been demonstrated by the significantly oversubscribed placing. We believe this is a great endorsement of our strategy and path to profitability and we look forward to updating the market on our progress in due course."

 

 

For further information:

 

 

Science in Sport PLC

 

+44 (0) 20 7400 3700

 

Stephen Moon, CEO

 

 

Elizabeth Lake, Finance Director

 

 

 

Cenkos Securities - NOMAD and Broker

 

+44 (0) 20 7397 8900

 

Bobbie Hilliam, Harry Hargreaves - NOMAD

Nick Searle - Sales

 

 

 

Yellow Jersey - Financial PR

+44 (0) 7825 916 715

 

Georgia Colkin

 

 

Charles Goodwin

 

  

 

 

         

 

Introduction

The Company has today announced a conditional Firm Placing to raise £14.0 million (before fees and expenses) by the issue and allotment by the Company of 20,000,000 Ordinary Shares at the Offer Price of 70 pence per Ordinary Share.

 

In addition, in order to provide Shareholders who have not taken part in the Firm Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Offer Price for an aggregate of 1,425,420 Offer Shares, to raise up to approximately £1.0 million (before fees and expenses), on the basis of 1 New Ordinary Share for every 32 Existing Ordinary Shares, at 70 pence each, payable in full on acceptance.

 

The Firm Placing and Open Offer are conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of the New Ordinary Shares. The Resolutions are contained in the Notice of General Meeting at the end of the circular being sent to Shareholders today. Admission is expected to occur no later than 8.00 a.m. on 4 December 2017 or such later time and/or date as Cenkos Securities and the Company may agree. The Firm Placing and Open Offer are not underwritten.

 

The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Group.

 

Set out below are the background to and reasons for the Firm Placing and Open Offer, the use of proceeds, details of the Firm Placing and Open Offer and a recommendation from the Directors of the Company that Shareholders vote in favour of the Resolutions.

 

Background to and reasons for the Firm Placing and Open Offer

In October 2015, the Company raised £8.7 million via a placing and open offer as it pursued a growth strategy focussed on accelerating the revenue growth of the Company. This accelerated growth strategy was based upon, inter alia, pursuing multiple growth opportunities in e-commerce and new international markets.

 

During 2016, and using the placing and open offer proceeds raised in October 2015, the Company grew revenue by 30 per cent. to £12.3 million (2015: £9.5 million). In addition, for the 6 months ending 30 June 2017, the Company reported a further period of strong revenue growth, with revenue up 28 per cent. to £8.3 million (H1 2016: £6.5 million). International and e-commerce sales growth was particularly strong, reflecting the Company's continued investment in its e-commerce platform and brand awareness. The Company reported cash and cash equivalents on 30 June 2017 of £3.9 million.

 

The Directors believe the Transaction will provide further funding to the Company to continue its accelerated revenue growth strategy. As part of this strategy, the Company intends to further invest in its existing e-commerce infrastructure and its international operations.

 

To date, the Company has successfully grown its Australian operations so that the SiS brand has significant brand awareness in that region. The Company intends to further establish, test and grow similar local country operations in both Italy and the US following receipt of certain net proceeds of the Transaction. The Company intends to grow its international operations in these countries via increased brand awareness and channel distribution gains.

 

The Company also intends to broaden its consumer and brand awareness to new endurance sports, outside of SiS's traditional cycling and running market. Specifically the Directors believe there is demand for the SiS product range within the football sports market, where there is a significant level of athlete participation. The Directors' belief in the opportunity for SiS in football is based upon a number of discussions the Company has had with various professional football clubs, who are keen to enter into nutrition partnerships and supply agreements, and the professionalism and number of grass root athletes who participate in the sport. SiS currently works with 48 leading professional clubs, including 4 national associations and 8 English Premier League Clubs. Shortly after the Transaction, SiS intends to enter into a multi-year nutritional sponsorship agreement with one of the largest football clubs in the world to drive awareness of the SiS brand. The football club is an English based Premiership team. The nutritional sponsorship agreement is expected to grant the Company certain rights related to advertising, promotion and general marketing as well as allowing the Company access to elite athletes. The Company also expects to provide nutritional products to both the football club and its players.

 

The Directors believe the above new markets will allow the Company to target a significantly greater number of athletes and therefore assist in the continued growth of the Company both within the UK and internationally.

 

Use of proceeds

The Company intends to raise £14.0 million before expenses by the conditional Firm Placing and up to a further £1.0 million before expenses under the Open Offer. The expenses for the Transaction are expected to be up to approximately £1.0 million dependent on the proceeds from the Open Offer.

 

The net proceeds will be used by the Company to invest within the following markets/regions in order to increase brand awareness, support working capital requirements and to develop distribution in online and traditional sales channels:

·      approximately £3.9 million will be invested to target the US sports nutrition market, specifically to support online distribution;

·      approximately £2.8 million will be invested to target the football market; and

·      approximately £0.6 million will be invested to target the Italian sports nutrition market.

In addition to the above, the balance of the net proceeds will be used to fund working capital needs of the Company, as well as supporting further investment in brand awareness and development of our e-commerce platform in the core UK and EU business.

 

Current trading and prospects

The Company published its unaudited interim report for the 6 months to 30 June 2017 on 20 September 2017. Within the interim report the Company reported a period of strong revenue growth, with sales up 28 per cent. at £8.3 million (H1 2016: £6.5 million) for the 6 months to 30 June 2017. International and e-commerce sales growth was particularly strong, reflecting the Company's continued investment in its e-commerce platform and brand awareness.

 

Gross profit of 58.8 per cent. (H1 2016: 58.9 per cent.) reflects the Company's low-cost manufacturing facility in Nelson which remains a strategic advantage. Investment has driven further efficiencies at the facility which has enabled the business to absorb increases in raw material costs and the growth of protein products within the overall product mix.

 

The underlying operating loss of the Company was in line with management expectations at £(1.1) million (H1 2016: £(0.4) million) given accelerated investment in all markets in marketing, sales and e-commerce of £4.7 million (H1 2016: £3.0 million). The core UK and EU business broke even in the first half of 2017 and with marketing expenditure phased heavily to the first half, is on track to be profitable at EBITDA level for the full year, in line with management expectations.

 

Overheads excluding sales and marketing were £2.4 million (H1 2016: £1.6 million) for the six months to 30 June 2017. Share-based payments were higher during the period by £0.5 million, as the first half of 2016 had no Long Term Incentive Plan (LTIP) charge given no share schemes were in place. Management continue to seek to limit underlying overheads to single-digit percentage increases in the future, currently achieving 11.8 per cent. excluding the share-based payments charge. The increase over the targeted single-digit growth rate was due to one-off costs related to a significant upgrade in our world-class banned substance programme, and investment in project management skills to ensure delivery of a range of major commercial and operational strategic projects.

 

Cash and cash equivalents at the period end were £3.9 million (H1 2016: £6.6 million). Cash outflow during the first half of 2017 represents continued operational investment to support the Company's strongly growing international and e-commerce businesses. In addition, significant investment has continued in the e-commerce platform to accelerate customer conversion, investment in systems to further support international expansion with the integration of third party logistics in Italy and the US, as well as the introduction of SAP to support finance and operations across the whole business.

 

The Directors can confirm the Company continues to trade in line with market expectations and view the future with confidence.

 

The Firm Placing and Open Offer

Details of the Firm Placing

The Company has conditionally raised £14.0 million before expenses by the conditional Firm Placing of 20,000,000 Firm Placing Shares at the Offer Price to the Firm Placees.

 

The Firm Placing is conditional, inter alia, upon:

·      the passing of all of the Resolutions at the General Meeting;

·      the Firm Placing and Open Offer Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

·      Admission becoming effective by no later than 8.00 a.m. on 4 December 2017 or such later time and/or date (being no later than 8.00 a.m. on 29 December 2017) as Cenkos Securities and the Company may agree.

 

If any of the conditions are not satisfied, the Firm Placing Shares will not be issued and all monies received from the Firm Placees will be returned to them (at the Firm Placees' risk and without interest) as soon as possible thereafter.

 

The Firm Placing Shares are not subject to clawback and are not part of the Open Offer.

 

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

 

Application will be made to the London Stock Exchange for the Admission of the Firm Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 4 December 2017 at which time it is also expected that the Firm Placing Shares will be enabled for settlement in CREST.

 

Details of the Open Offer

The Company is proposing to raise up to approximately £1.0 million before expenses through the Open Offer. A total of 1,425,420 New Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Offer Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. The balance of any Offer Shares not subscribed for under the Excess Application Facility will not be available to Firm Placees under the Firm Placing.

 

Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:

1 Offer Share for every 32 Existing Ordinary Shares

and so in proportion for any number of Existing Ordinary Shares held on the Record Date. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in Restricted Jurisdictions will not qualify to participate in the Open Offer. Overseas Shareholders should review paragraph 6 of Part 3 of the circular for further details.

 

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants may apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.

 

Application has been made for the Offer Shares to be admitted to CREST. It is expected that such Offer Shares will be credited to CREST on 15 November 2017. The Offer Shares will not be enabled for settlement in CREST until or at the earliest opportunity after 8.00 a.m. on 15 November 2017. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 30 November 2017. The Open Offer is not being made to certain Overseas Shareholders, as set out in paragraph 6 of Part 3 of the circular.

 

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore any Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

 

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of the circular and on the accompanying Application Form (if relevant).

 

The Open Offer is conditional on the Firm Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be). The principal conditions to the Firm Placing are:

·      the passing of all of the Resolutions at the General Meeting;

·      the Firm Placing and Open Offer Agreement having become or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

·      Admission becoming effective by no later than 8.00 a.m. on 4 December 2017 or such later time and/or date (being no later than 8.00 a.m. on 29 December 2017) as Cenkos Securities and the Company may agree.

 

Accordingly, if these conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Offer Shares will not be issued and all monies received by Equiniti from applicants will be returned to such applicants (at the applicants' risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

 

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

 

Application will be made to the London Stock Exchange for the admission of the Offer Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 4 December 2017 at which time it is also expected that the Offer Shares will be enabled for settlement in CREST.

 

Firm Placing and Open Offer Agreement

Pursuant to the Firm Placing and Open Offer Agreement, Cenkos Securities has agreed to use its reasonable endeavours as agent of the Company to procure subscribers for the Firm Placing Shares at the Offer Price.

 

The Firm Placing and Open Offer Agreement provides, inter alia, for payment by the Company to Cenkos Securities of commissions based upon the number of Firm Placing Shares placed by Cenkos Securities and the Offer Shares applied for respectively, multiplied by the Offer Price.

 

The Company will bear all other expenses of and incidental to the Firm Placing and Open Offer, including printing costs, Registrar's and Receiving Agent's fees, all legal and accounting fees of the Company and all stamp duty and other taxes and duties payable.

 

The Firm Placing and Open Offer Agreement contains certain warranties and indemnities from the Company in favour of Cenkos Securities and is conditional, inter alia, upon:

·      Shareholder approval of the Resolutions at the General Meeting;

·      the relevant Firm Placing Shares and Offer Shares having been allotted, conditional only on Admission;

·      the Firm Placing and Open Offer Agreement not having been terminated in accordance with its terms prior to Admission; and

·      Admission becoming effective not later than 8.00 a.m. on 4 December 2017 or such later time and/or date as the Company and Cenkos Securities may agree, being not later than 29 December 2017.

 

Cenkos Securities may terminate the Firm Placing and Open Offer Agreement in certain circumstances, if, inter alia, the Company is in material breach of any of its obligations under the Firm Placing and Open Offer Agreement; if there is a material adverse change in the condition, earnings, business, operations or solvency of the Company; or if there is a material adverse change in the financial, political, economic or stock market conditions, which in their respective reasonable opinion makes it impractical or inadvisable to proceed with the Firm Placing and Open Offer.

 

Related Party Transaction

Downing LLP, a 14.9 per cent. Shareholder, has agreed to subscribe for 2,142,850 Firm Placing Shares as part of the Firm Placing, equivalent to approximately £1.5 million. The Firm Placing Shares for which Downing LLP are subscribing, represent 10.7 per cent. of the total number of Firm Placing Shares.

 

Downing LLP is a Substantial Shareholder under the AIM Rules for Companies and therefore the participation of Downing LLP in the Firm Placing constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors consider that, having consulted with Cenkos Securities, the terms of Downing LLP's participation in the Firm Placing are fair and reasonable insofar as Shareholders are concerned.

 

Director Dealing

As part of the Firm Placing, Stephen Moon, a director of the Company, has agreed to purchase 107,143 Firm Placing Shares, subject to the passing of the resolutions at the General Meeting. Following Admission, Stephen Moon's beneficial interest in the Company will increase to 843,456 Ordinary Shares, which representing approximately 1.3 per cent. of the Enlarged Share Capital (assuming the Open Offer is fully subscribed).

 

None of the Directors currently expect to take up their entitlement to subscribe for New Ordinary Shares under the Open Offer.

 

Transaction Considerations

As set out in the Recommendation section below, the Directors believe the Transaction to be in the best interests of the Company and its Shareholders as a whole. In making this statement the Directors have spent time, and have taken appropriate advice, in considering the Transaction and the method by which the Company will raise the net proceeds. The Directors have concluded that the Firm Placing accompanied by the Open Offer is the most appropriate structure to raise funding for the following reasons:

 

·      the Firm Placing enables the Company to attract a number of new investors to its shareholder register, which the Directors expect will improve liquidity going forward, and will also provide an element of funding certainty within the Transaction;

·      the Directors believe the Firm Placing enables a number of blue chip institutions, who are already shareholders in the Company, to obtain a more meaningful shareholding in the Company therefore providing a greater level of funding certainty if the Company decided to raise funds in the future to support an acquisition and/or further revenue acceleration. Shareholders should be aware that the Directors have no current intentions to raise further finance following the Transaction but the Company has an ongoing strategy of assessing strategic opportunities which the Board believes may increase shareholder value; and

·      the Open Offer of up to approximately £1.0 million enables all Shareholders to participate in the Transaction on the same terms as institutional and new investors but without the time and costs associated with a full pre-emptive offer. A full pre-emptive offer, either via a rights issue or open offer, above £4.4 million (€5 million) would have required the Company to have produced a prospectus which would have taken significant time and cost. In setting the amount that can be raised from the Open Offer, the Directors have taken into account the level of acceptances received in the open offer undertaken by the Company in October 2015.

 

The Offer Price represents a discount of 2.1 per cent. to the closing mid-market price of 71.5 pence per Ordinary Share on 13 November 2017, being the latest practicable date prior to this announcement. The Directors can confirm the Offer Price, and therefore potential dilution for Shareholders, has been a consideration in setting the amount to be raised as part of the Transaction and the decision to undertake an Open Offer in conjunction with the Firm Placing. The Offer Price was established as part of a book building process undertaken by the Company's advisors and also following consultation with certain substantial Shareholders and incoming investors.

 

General Meeting

The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting.

 

A notice convening the General Meeting, which is to be held at 4th Floor, 16-18 Hatton Garden, Farringdon, London EC1N 8AT at 10.00 a.m. on 1 December 2017, is set out in a circular sent to Shareholders today and which will be available on the Company's website (www.scienceinsport.com).

 

Recommendation

The Directors believe that the Firm Placing and Open Offer and the passing of the Resolutions are in the best interests of the Company and Shareholders, taken as a whole. Accordingly the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

The Firm Placing and Open Offer are conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Firm Placing and Open Offer will not proceed.

 

Expected Timetable of Principal Events

Record Date for the Open Offer

6.00 p.m. on 9 November 2017

Announcement of the Firm Placing and Open Offer, publication and posting of the circular, the Application Form and Form of Proxy

14 November 2017

Ex-entitlement Date for the Open Offer

8.00 a.m. on 14 November 2017

Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders

15 November 2017

Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST

4.30 p.m. on 24 November 2017

Latest time and date for Depositing Open Offer Entitlements in CREST

3.00 p.m. on 27 November 2017

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

3.00 p.m. on 28 November 2017

Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting

10.00 a.m. on 29 November 2017

Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (if appropriate)

11.00 a.m. on 30 November 2017

General Meeting

10.00 a.m. on 1 December 2017

Announcement of result of General Meeting and the Open Offer

1 December 2017

Admission and commencement of dealings in the New Ordinary Shares on AIM

8.00 a.m. on 4 December 2017

Firm Placing Shares and Offer Shares credited to CREST members' accounts

4 December 2017

Expected despatch of definitive share certificates in certificated form

within 10 business days of Admission

 

 

 

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

 

Certain of the events in the above timetable are conditional upon, amongst other things, the passing of the Resolutions to be proposed at the General Meeting.

 

All references are to London time unless stated otherwise.

 

 

Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the circular.

 

This announcement contains inside information.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IOEMMMMMGFLGNZZ

a d v e r t i s e m e n t