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.”
SiS announces that it has agreed to acquire the entire issued share capital of PhD, a premium, innovation-led protein brand, for total consideration of £32.0 million on a cash-free, debt-free basis (subject to certain adjustments). The Consideration is to be satisfied by the payment of £28.5 million in cash and £3.5 million by the issue of 5,833,334 Consideration Shares to the PhD Seller (or its nominee).
The Company also announces the proposed Placing to raise approximately £29.0 million before expenses through the issue of 48,394,666 new Ordinary Shares at a price of 60 pence per Placing Share in order to fund the majority of the cash Consideration payable to the PhD Seller in connection with the Acquisition.
The Placing will be made by the way of an accelerated bookbuild which will be carried out by Liberum acting as Sole Bookrunner. The Bookbuild will launch immediately following this Announcement and Appendix I to this Announcement contains the terms and conditions of the Placing. Members of the public are not eligible to take part in the Placing.
The Placing will be subject to the passing of the Resolutions at the General Meeting of the Company to be held on 3 December 2018 to grant the Directors authority to allot and issue the New Ordinary Shares and the raising of the Minimum Gross Placing Proceeds.
The Acquisition Agreement is conditional upon, inter alia, (i) the passing of the Resolutions, (ii) the Placing Agreement having become unconditional in accordance with its terms, and (iii) Admission of the Placing Shares and the Consideration Shares.
Subject to the Resolutions being passed at the General Meeting (i) Admission and commencement of dealings in the Placing Shares on AIM are expected to occur at 8.00 a.m. on 4 December 2018, and (ii) Admission and commencement of dealings in the Consideration Shares on AIM and Completion of the Acquisition are expected to occur at 8.00 a.m. on 6 December 2018.
The Directors believe that the Acquisition is in alignment with the Company's strategy as well as being consistent with the Company's stated objectives.