Proposed Director Dealing

30 September, 2020

Science Group announces that it has been notified by Martyn Ratcliffe, Executive Chairman of the Company of his intention to sell up to 2,000,826 ordinary shares of £0.01 each in the Company ("Sale Shares") at a price of 240 pence per Sale Share (the "Sale").

The Sale Shares represent approximately 4.8% of the Company's issued share capital excluding treasury shares. Assuming all the Sale Shares are sold, Martyn Ratcliffe will, following completion of the Sale, continue to have an interest in approximately 27.25% of the issued share capital (excluding treasury shares) of the Company.

Martyn Ratcliffe has undertaken that he will not dispose of any further ordinary shares for a period of 12 months after completion of the Sale (subject to customary exceptions).

The Company is not a party to the Sale and will not receive any proceeds from the Sale.

Background to the Transaction

In January 2019, at the conclusion of the strategic review, the Board of Science Group highlighted that while “the Company benefits from a supportive shareholder base, the lack of liquidity creates a market inefficiency which may impact the valuation of the Group.

Since 2010, the largest shareholder in the Company has been the Executive Chairman, Martyn Ratcliffe, following his investment in March of that year and the subsequent placing in May 2010. Mr Ratcliffe’s current shareholding is 13,412,906 shares equivalent to 32.03% of the issued share capital excluding treasury shares. Due to the scale of Mr Ratcliffe’s shareholding, each year shareholders and the Takeover Panel must also approve a waiver of Rule 9 of the Takeover Code in order that the Company can undertake share buy-backs.

Mr Ratcliffe has now agreed to reduce his shareholding in order to broaden the shareholder base and reduce shareholder concentration through the Sale. Following this transaction, Mr Ratcliffe will remain the Group’s largest shareholder.


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