Formal Sale Process as Part of Corporate Strategic Review

21 September, 2018

As set out in the announcement released today, the Board of Science Group plc has decided to undertake a formal review of the Group’s corporate strategy. The background to the Strategic Review and the process to be undertaken are set out in that announcement.

One component of any wide-ranging review of corporate strategy should be to explore the merits of the Group remaining as an independent organisation. It must be emphasised that this is just one of multiple elements being evaluated.

The Board has decided that this element of the Review should be undertaken under the mechanism referred to in the City Code on Takeovers and Mergers (the “Takeover Code”) as a “Formal Sale Process”. Any party interested in participating in this component should contact the parties set out below and will be required to enter into a non-disclosure agreement on terms satisfactory to the Board of Science Group. The Board of Science Group reserves the right to alter or terminate the process at any time and to reject any approach or terminate discussions with any interested party at any time. For the avoidance of doubt, the Company is not currently in discussions with, or in receipt of an approach from, any potential offeror at the date of this announcement. In order to avoid the Company being in a protracted period of uncertainty, the Board anticipates completing the Corporate Strategic Review (including the formal sale process) by the time of the release of the Preliminary Results for 2018. The Company will make further announcements as appropriate.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any party participating in the formal sale process will not be required to be publicly identified under Rules 2.4(a) or (b) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the process. Following this announcement, the Company is now considered to be in an “offer period” as defined in the Takeover Code, and the dealing disclosure requirements will apply.

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Science Group’s website at www.sciencegroup.com by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

For the purposes of Rule 2.9 of the Takeover Code, Science Group confirms that it has in issue 40,025,027 ordinary shares of 1 pence each with ISIN number GB00B39GTJ17.

 

The information communicated in this announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation 596/2014.

 

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