Scheme of Arrangement Becomes Effective.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

16 June 2025

RECOMMENDED CASH ACQUISITION

of

Science in Sport plc ("SiS")

by

Einstein Bidco Limited ("Bidco")

a newly formed company indirectly wholly-owned by funds advised by bd-capital Partners Limited ("bd-capital")

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 17 April 2025, the board of directors of Bidco, a newly formed company indirectly wholly-owned by funds advised by bd-capital, and the Independent SiS Directors (being the directors of SiS other than Daniel Wright, Christopher Welsh and Daniel Lampard) announced that they had reached agreement on the terms and conditions of a recommended cash acquisition, pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of SiS (the "Acquisition"), to be effected by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006.

The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to eligible SiS Shareholders on 6 May 2025. Full details of the Acquisition are set out in the Scheme Document. Capitalised terms used in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.

On 29 May 2025, SiS announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and that the Special Resolutions relating to the implementation of the Scheme had been approved by the requisite majority of the SiS Shareholders at the General Meeting held on that date.

On 12 June 2025, SiS announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Sanction Hearing held on that date.

SiS is pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and all Scheme Shares are now owned by Bidco. The Acquisition has therefore now completed.

Cancellation of admission of SiS Shares to trading on AIM

Trading in SiS Shares on AIM was suspended with effect from 7.30 a.m. this morning, 16 June 2025. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of SiS Shares on AIM, which is expected to take place at 7.00 a.m. tomorrow, 17 June 2025. As a result of the Scheme having become Effective, share certificates in respect of SiS Shares have ceased to be valid documents of title and entitlements to SiS Shares held in uncertificated form in CREST are being cancelled.

Settlement of consideration

A Scheme Shareholder on the register of members of SiS at the Scheme Record Time, being 6.00 p.m. on 13 June 2025, is entitled to receive 34 pence in cash for each Scheme Share held. Settlement of the consideration due to Scheme Shareholders will be effected in the manner set out in the Scheme Document.

Board changes

SiS duly announces that, as of the Scheme becoming Effective earlier today, the non-executive directors of SiS (Henry Turcan, Roger Mather and Paul Richardson) have tendered their resignations and have resigned from the SiS board of directors with effect from the Effective Date.

General

SiS is no longer in an "Offer Period" as defined in the Takeover Code and, accordingly, the dealing disclosure requirements previously notified to investors no longer apply.

As the Scheme has now become Effective, SiS Shareholders whose shares have been transferred to Bidco pursuant to the Scheme will no longer be entitled to attend the Company's Annual General Meeting scheduled for 30 June 2025 at 9.00 a.m.

Enquiries

Addleshaw Goddard LLP is acting as legal adviser to SiS in connection with the Acquisition. Stephenson Harwood LLP is acting as legal adviser to bd-capital and Bidco in connection with the Acquisition.

Important Notices

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for bd-capital and Bidco as financial adviser and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and accordingly will not be responsible to anyone other than bd-capital and Bidco for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the matters referred to in this announcement, any statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Investec nor any of its subsidiaries, branches or affiliates accepts any responsibility or liability whatsoever for the contents of this announcement or for the omission of any material information for which it is not responsible, and no representation or warranty, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with the Acquisition or the matters described in this announcement. To the fullest extent permitted by applicable law, Investec, its subsidiaries, branches and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above in this paragraph) which they might otherwise have in respect of this announcement, or any statement contained herein.

Panmure Liberum Ltd ("Panmure Liberum"), which is authorised and regulated by the FCA in the United Kingdom, is acting as adviser for the purposes of Rule 3 of the Takeover Code and financial adviser to SiS and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than SiS for providing the protections afforded to clients of Panmure Liberum, or for providing advice in relation to the matters referred to in this announcement. Neither Panmure Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of SiS in any jurisdiction in contravention of applicable law. The Acquisition is being made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. This announcement does not constitute a prospectus or prospectus equivalent or exempted document.

No person should construe the contents of this announcement as legal, financial or tax advice. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom, or another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, UK MAR, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Nothing in this announcement should be relied on for any other purpose.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdiction in which they are located or to which they are subject. Any failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition is not being made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction.

The Acquisition is subject to the applicable requirements of English law, the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Further details and information in relation to Overseas Shareholders are contained in the Scheme Document.

Additional information for U.S. investors

U.S. SiS Shareholders should note that the Acquisition relates to an offer for the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, to be implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to the requirements and practices applicable to a scheme of arrangement involving a target company in the UK traded on AIM, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. The financial information with respect to SiS included in the Scheme Document has been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

It may be difficult for U.S. SiS Shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Acquisition, since SiS and Bidco are each located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. U.S. shareholders may not be able to sue SiS, Bidco or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel SiS or Bidco and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court for violations of the U.S. securities laws.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.  

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies and their respective nominees or brokers (acting as agents), may from time to time have made certain purchases of, or arrangements to purchase, shares or other securities of SiS outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme became Effective. If such purchases or arrangements to purchase were made, they would have occurred either in the open market at prevailing prices or in private transactions at negotiated prices and would have complied with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase would have been disclosed as required in the UK, would have been reported to a Regulatory Information Service and would have been available on the London Stock Exchange website at www.londonstockexchange.com.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SiS's website at https://www.sisplc.com/possible-offer/ by no later than 12 noon (London time) on the first Business Day following the date of this announcement.

For the avoidance of doubt, neither the content of this website nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SiS Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Equiniti during business hours on 0371 384 2050  (from within the United Kingdom) and +44 (0) 371 384 2050 (from outside the United Kingdom) or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdon. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.