SiS acquisition terms adjusted due to share ownership error

LONDON - Science in Sport plc (SiS), a sports nutrition company, has encountered a complication in its acquisition process by Einstein Bidco Limited (Bidco), a company formed and advised by bd-capital Partners Limited. An error in the understanding of share ownership by Daniel Wright (DW), a director of SiS, has necessitated amendments to the acquisition terms.

DW had previously given an irrevocable undertaking to vote in favor of the acquisition in respect of his holdings, which were believed to include 1,319,141 SiS shares, representing 0.57% of the company’s issued share capital. However, it was later discovered that these shares are actually owned by a third party, rendering DW unable to fulfill his commitment.

As a result of this oversight, the total SiS shares now under irrevocable undertakings to Bidco have decreased to 7,123,968, approximately 3.07% of the issued share capital. The shares in question were intended to be excluded from the scheme of arrangement and instead transferred to Bidco in exchange for cash and Rollover Loan Notes. Due to the ownership misapprehension, these shares will now be included in the scheme and transferred for cash consideration only.

The amendments to the acquisition terms do not affect other shares in which DW has an interest, nor do they alter the overall terms of the acquisition. The expected timetable for the implementation of the scheme, as outlined in the Scheme Document, remains unchanged.

This unexpected turn of events has prompted adjustments to the Share Exchange and Equity Terms Deed and the Put and Call Option Deed, reflecting the new route through which DW will obtain the Rollover Shares. DW will now contribute £36,691 in cash for the Rollover Shares, maintaining the intended economic outcome as much as possible.

The acquisition of SiS by Bidco is to be executed via a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. All documentation related to this announcement will be made available on SiS’s website, in compliance with Rule 26.1 of the Takeover Code.

Investec (LON:INVP) is acting as the financial adviser to bd-capital and Bidco, while Panmure Liberum is advising SiS. Legal advisers involved in the acquisition are Addleshaw Goddard LLP for SiS and Stephenson Harwood LLP for bd-capital and Bidco.

This report is based on a press release statement and has been issued without any promotional language or subjective commentary, focusing solely on the factual changes to the acquisition terms due to the share ownership misunderstanding.

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