TIDMJD. TIDMFOOT
RNS Number : 0977T
JD Sports Fashion Plc
18 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
RECOMMED CASH OFFER
for
FOOTASYLUM PLC
by
JD SPORTS FASHION PLC
Summary
-- The boards of directors of JD Sports Fashion plc (JD) and
Footasylum plc (Footasylum) are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for
Footasylum by JD, pursuant to which JD will acquire the entire
issued and to be issued ordinary share capital of Footasylum (other
than the Footasylum Shares which JD already owns) (Offer). It is
intended that the Offer will be implemented by means of a takeover
offer under the Code and within the meaning given to that term in
section 974 of the Companies Act.
-- Under the terms of the Offer, Footasylum Shareholders will receive:
for each Footasylum Share 82.5 pence in cash
-- The Offer Price represents a premium of approximately:
-- 77.4 per cent. to the Closing Price of 46.5 pence per
Footasylum Share on 15 March 2019 (being the last Business Day
prior to the date of this Announcement);
-- 184.5 per cent. to the Closing Price of 29.0 pence per
Footasylum Share on 15 February 2019 (being the last Business Day
prior to JD's first acquisition of Footasylum Shares);
-- 67.3 per cent. to the volume-weighted average Closing Price
of 49.3 pence per Footasylum Share for the three months ended on 15
March 2019 (being the last Business Day prior to the date of this
Announcement); and
-- 41.0 per cent. to the volume-weighted average Closing Price
of 58.5 pence per Footasylum Share for the 12 months ended on 15
March 2019 (being the last Business Day prior to the date of this
Announcement).
-- If, after the date of this Announcement, any dividend and/or
other distribution and/or other return of capital is made or paid
in respect of the Footasylum Shares, JD reserves the right to
reduce the Offer Price by an amount per share which is equal to the
amount of such dividend and/or distribution and/or return of
capital so made or paid.
-- The Offer values the entire issued and to be issued ordinary
share capital of Footasylum at up to approximately GBP90.1 million
on a fully diluted basis (subject to the extent to which Options
are exercised).
-- The cash consideration payable pursuant to the Offer will be
financed from JD's existing cash resources and facilities.
-- JD believes that Footasylum is a well-established business
with a strong reputation for lifestyle fashion and, with its
offering targeted at a slightly older consumer to JD's existing
offering, it is complementary to JD. JD also believes that there
will be significant operational and strategic benefits from a
combination of the two businesses.
-- JD believes that the Acquisition represents a compelling
opportunity for Footasylum's employees, management team,
shareholders and other stakeholders, with Footasylum able to
leverage JD's greater scale with regard to sourcing, its
well-established international infrastructure and its other
commercial operations.
-- JD expects the Enlarged Group to be able to take advantage of
business opportunities which are not readily available to either JD
or Footasylum on a standalone basis.
-- The Footasylum Directors, who have been so advised by GCA
Altium as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing its advice to
the Footasylum Directors, GCA Altium has taken into account the
commercial assessments of the Footasylum Directors. GCA Altium is
providing independent financial advice to the Footasylum Directors
for the purposes of Rule 3 of the Code.
-- Accordingly, the Footasylum Directors intend to recommend
unanimously that Footasylum Shareholders accept, or procure the
acceptance of, the Offer (or, if (with the consent of Footasylum
and the Panel) JD exercises its right to implement the Offer by way
of a Scheme, vote, or procure votes, in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General
Meeting), as all the Footasylum Directors who hold Footasylum
Shares (in a personal capacity or through related trusts or a
nominee or nominees) and members of their immediate families have
irrevocably undertaken to do, or procure to be done, in respect of
their own beneficial holdings (and the beneficial holdings of
members of their immediate families or related trusts or
nominee(s)) of 65,845,799 Footasylum Shares, in aggregate,
representing approximately 63.0 per cent. of the Footasylum Shares
in issue on 15 March 2019 (being the last Business Day prior to the
date of this Announcement).
-- On 18 February 2019, JD acquired 19,579,964 Footasylum Shares
at prices between 50 pence and 75 pence per Footasylum Share,
representing approximately 18.7 per cent. of the Footasylum Shares
in issue on 15 March 2019 (being the last Business Day prior to the
date of this Announcement).
-- JD has also received irrevocable undertakings to accept, or
procure the acceptance of, the Offer (or, if (with the consent of
Footasylum and the Panel) JD exercises its right to implement the
Offer by way of a Scheme, vote, or procure votes, in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at
the General Meeting) from Footasylum Directors and members of the
Family Concert Party in respect of 65,845,799 Footasylum Shares, in
aggregate, representing approximately 63.0 per cent. of the
Footasylum Shares in issue on 15 March 2019 (being the last
Business Day prior to the date of this Announcement).
-- JD has also received an irrevocable undertaking to accept, or
procure the acceptance of, the Offer from Pentland in respect of
2,720,000 Footasylum Shares, representing approximately 2.6 per
cent. of the Footasylum Shares in issue on 15 March 2019 (being the
last Business Day prior to the date of this Announcement).
-- Therefore, as at the time of this Announcement, and in
addition to the 19,579,964 Footasylum Shares which it already holds
(representing approximately 18.7 per cent. of the Footasylum Shares
in issue on 15 March 2019 (being the last Business Day prior to the
date of this Announcement), JD has received irrevocable
undertakings to accept, or procure the acceptance of, the Offer
(or, if (with the consent of Footasylum and the Panel) JD exercises
its right to implement the Offer by way of a Scheme, but save in
relation to the irrevocable undertaking received from Pentland,
vote, or procure votes, in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting)
with respect to a total of 68,565,799 Footasylum Shares in
aggregate, representing approximately 65.6 per cent. of the
Footasylum Shares in issue on 15 March 2019 (being the last
Business Day prior to the date of this Announcement) and 80.7 per
cent. of the Footasylum Shares in issue on that date which are not
already owned by JD.
-- Full details of the irrevocable undertakings received by JD
are set out in Appendix III to this Announcement.
-- As at the close of business on 15 March 2019 (being the last
Business Day prior to the date of this Announcement), JD and
Pentland, which is the registered holder of approximately 57.47 per
cent. of the issued share capital of JD, were the registered
holders of, respectively, 19,579,964 Footasylum Shares and
2,720,000 Footasylum Shares. Those Footasylum Shares represent,
respectively, 18.7 per cent. and 2.6 per cent. of the Footasylum
Shares in issue at that date.
-- JD is a specialist multi-channel retailer of fashionable
branded sports and casual wear, combining globally recognised
brands with a number of strong own brand labels. It has over 2,400
stores across a number of retail fascias in 18 countries and aims
always to provide its customers with the latest products from
leading brands. JD embraces the latest online and instore digital
technology, providing it with a truly multichannel, international
platform for future growth.
-- Footasylum is a UK-based fashion retailer founded in 2005
focusing on the footwear and apparel market. It retails "on-trend"
product ranges which are predominantly aimed at 16 to 24-year-old
fashion-conscious customers and are sourced from an extensive
stable of third party and own brands. These include well-known
sports and casual footwear and apparel brands, as well as
up-and-coming brands and own label products.
-- The Offer will be conditional upon, amongst other things,
valid acceptances being received in respect of Footasylum Shares
which, together with any Footasylum Shares acquired by JD (whether
pursuant to the Offer or otherwise), constitute not less than 90
per cent. in nominal value and voting rights of the Footasylum
Shares to which the Offer relates. The Offer will be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Offer Document.
-- The Offer can only become unconditional in all respects if
all Conditions to the Offer have been satisfied or, where
applicable, waived. Subject to the satisfaction or, where
applicable, waiver of the Conditions, it is expected that
completion of the Offer will occur in April or May 2019.
-- Full acceptance of the Offer will result in the payment by JD
of up to approximately GBP74.0 million in cash to Footasylum
Shareholders (and participants in the Footasylum Share Schemes
(subject to the extent to which Options are exercised)).
-- JD reserves the right, subject to the consent of Footasylum
and the Panel, to effect the Offer by way of a Scheme.
-- The Offer Document, containing further information about the
Offer, will be published as soon as practicable and, in any event,
other than with the consent of the Panel, within 28 days of this
Announcement and will be made available on JD's website at
www.jdplc.com/investor-relations.aspx. Neither the content of any
website referred to in this Announcement nor the content of any
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Commenting on the Offer, Peter Cowgill, Executive Chairman of
JD, said:
"We are pleased to make this Offer for Footasylum, which is very
complementary to our existing businesses in the UK. We believe that
there will be significant operational and strategic benefits
through the combination of the very experienced and knowledgeable
management team at Footasylum and our own expertise."
Commenting on the Offer, Barry Bown, Executive Chairman of
Footasylum, said:
"The Footasylum Board has concluded that the Offer represents
the best strategic option for Footasylum and its employees. It
believes the Offer fairly reflects Footasylum's current market
position and prospects on a standalone basis and, as such, that
Footasylum Shareholders should be given the opportunity to realise
value from the Offer."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Offer will be subject to the Conditions and further
terms as set out in Appendix I (and the full terms and conditions
to be set out in the Offer Document). Appendix II contains details
of sources of information and bases of calculation contained in
this Announcement. Appendix III contains certain details relating
to the irrevocable undertakings referred to in this Announcement.
Appendix IV contains definitions of certain terms used in this
Announcement.
Enquiries:
JD
Peter Cowgill +44 (0) 161 767 1000
Neil Greenhalgh +44 (0) 161 767 1000
Rothschild & Co (Financial Adviser to JD)
Andrew Thomas +44 (0) 161 827 3800
Jason Loucopoulos +44 (0) 161 827 3800
Footasylum
Barry Bown +44 (0) 1706 714 299
Clare Nesbitt +44 (0) 1706 714 299
GCA Altium Limited (Rule 3 Adviser, Financial Adviser and Nomad to Footasylum)
Phil Adams +44 (0) 20 7484 4040
Sam Fuller +44 (0) 20 7484 4040
Tim Richardson +44 (0) 20 7484 4040
MHP Communications (PR adviser to JD)
Andrew Jaques +44 (0) 20 3128 8788
Giles Robinson +44 (0) 20 3128 8788
Powerscourt (PR adviser to Footasylum)
Rob Greening +44 (0) 20 7250 1446
Isabelle Saber +44 (0) 20 7324 0494
Important notices relating to financial advisers
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for JD and no one else in connection with the subject
matter of this Announcement and will not be responsible to anyone
other than JD for providing the protections afforded to clients of
Rothschild & Co or for providing advice in relation to the
subject matter of this Announcement.
GCA Altium, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Footasylum as financial adviser and Nomad and no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than Footasylum for providing
the protections afforded to clients of GCA Altium or for providing
advice in relation to the subject matter of this Announcement.
Further information
This Announcement is not intended to, and does not, constitute,
or form part of, any 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 Offer or
otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms of, and Conditions to,
the Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. Footasylum
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules and the Code 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 and regulations of any jurisdiction outside the
United Kingdom.
Overseas jurisdictions
The distribution of this Announcement in jurisdictions other
than the United Kingdom and the ability of Footasylum Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Footasylum
Shareholders who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
Footasylum Shareholders will be contained in the Offer
Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
Announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Footasylum Shares
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code, the Panel and the AIM Rules. Accordingly,
the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The Offer will be made for the securities of a company
incorporated in England whose ordinary shares are admitted to
trading on AIM. The Offer will be subject to UK disclosure
requirements, which are different from certain United States
disclosure requirements. The financial information on both JD and
Footasylum included in this Announcement has been prepared in
accordance with IFRS, thus neither may be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Offer by a US holder of
Footasylum Shares may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Footasylum Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of accepting the Offer. Furthermore,
the payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer, if required to be made, will be made in the United
States by JD and no one else.
It may be difficult for US holders of Footasylum Shares to
enforce their rights and any claim arising out of US federal
securities laws since JD and Footasylum are both incorporated under
the laws of England and Wales and some or all of their officers and
directors are residents of non-US jurisdictions. In addition, most
of the assets of JD and Footasylum are located outside the United
States. US holders of Footasylum Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
This Announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities
exchange of, the United States or any other country in which such
offer may not be made other than: (i) in accordance with the tender
offer requirements under the US Securities Exchange Act of 1934 (as
amended) (the Exchange Act), or the securities laws of such other
country, as the case may be; or (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, passed upon the merits or
fairness of the Offer or passed comment upon the adequacy or
completeness of this Announcement. Any representation to the
contrary is a criminal offence in the United States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice and subject to Rule 14e-5(b) under the Exchange Act, JD or
its nominees or brokers (acting as agents) or its affiliates may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities in Footasylum, other than
pursuant to the Offer, at any time prior to completion of the Offer
becoming effective. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Code and
the AIM Rules, and MAR to the extent applicable. No purchases will
be made outside of the Offer in the United States by or on behalf
of JD. To the extent required by the applicable law (including the
Code), any information about such purchases will be disclosed on a
next day basis to the Panel and a Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
Forward-looking statements
This Announcement may contain certain forward-looking statements
with respect to JD, the JD Group, Footasylum and/or the Footasylum
Group. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as anticipate,
target, expect, estimate, intend, plan, goal, believe, will, may,
should, would, could or other words or terms of similar meaning or
the negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the JD Group or the Footasylum Group and
potential synergies resulting from the Acquisition; and (iii) the
expected timing and scope of the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in, or implied by, such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to JD, the
JD Group, Footasylum and/or the Footasylum Group or any person
acting on their behalf (respectively) are expressly qualified in
their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this Announcement. JD, the JD
Group, Footasylum and/or the Footasylum Group assume no obligation
to update publicly or revise forward-looking or other statements
contained in this Announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for JD or Footasylum, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for JD or
Footasylum, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Footasylum Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Footasylum Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Footasylum may be provided to JD during the
Offer Period as required under Section 4 of Appendix 4 to the
Code.
Publication on website
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on JD's website at
www.jdplc.com/investor-relations.aspx and on Footasylum's website
at https://investors.footasylum.com/investor-relations/offer-page
by no later than noon on the Business Day following this
Announcement. Neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Nancy Kelsall at Footasylum on
nancy.kelsall@footasylum.com or +44 (0) 1706 714 294. 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. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Footasylum confirms
that, as at the close of business on 15 March 2019 (being the last
Business Day prior to the date of this Announcement), it had
104,474,390 ordinary shares of GBP0.001 each in issue and admitted
to trading on AIM under ISIN reference GB00BYPHD607 (and no
ordinary shares are held in treasury).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
RECOMMED CASH OFFER
for
FOOTASYLUM PLC
by
JD SPORTS FASHION PLC
1 Introduction
The boards of directors of JD Sports Fashion plc (JD) and
Footasylum plc (Footasylum) are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for
Footasylum by JD, pursuant to which JD will acquire the entire
issued and to be issued ordinary share capital of Footasylum (other
than the Footasylum Shares which JD already owns) (Offer). It is
intended that the Offer will be implemented by means of a takeover
offer under the Code and within the meaning given to that term in
section 974 of the Companies Act.
2 Summary of the Offer
Under the Offer, which will be subject to the Conditions and
further terms set out in Appendix I to this Announcement and to the
further terms to be set out in the Offer Document, Footasylum
Shareholders will receive:
for each Footasylum Share 82.5 pence in cash
The Offer Price represents a premium of approximately:
-- 77.4 per cent. to the Closing Price of 46.5 pence per
Footasylum Share on 15 March 2019 (being the last Business Day
prior to the date of this Announcement);
-- 184.5 per cent. to the Closing Price of 29.0 pence per
Footasylum Share on 15 February 2019 (being the last Business Day
prior to JD's first acquisition of Footasylum Shares);
-- 67.3 per cent. to the volume-weighted average Closing Price
of 49.3 pence per Footasylum Share for the three months ended on 15
March 2019 (being the last Business Day prior to the date of this
Announcement); and
-- 41.0 per cent. to the volume-weighted average Closing Price
of 58.5 pence per Footasylum Share for the 12 months ended on 15
March 2019 (being the last Business Day prior to the date of this
Announcement).
The Offer values the entire issued and to be issued ordinary
share capital of Footasylum at up to approximately GBP90.1 million
on a fully diluted basis (subject to the extent to which Options
are exercised).
The Footasylum Shares (other than the Footasylum Shares which JD
already owns) will be acquired by JD with full title guarantee,
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Footasylum Shares.
If any dividend and/or other distribution or any other return of
capital in respect of the Footasylum Shares is made or paid on or
after the date of this Announcement, JD reserves the right to
reduce the consideration payable for each Footasylum Share under
the terms of the Offer by the amount per Footasylum Share of such
dividend, distribution or return of capital although, in such
circumstances, Footasylum Shareholders would be entitled to retain
any such dividend, distribution or return of capital made or
paid.
3 Background to, and reasons for, the Offer
On 18 February 2019, JD acquired a minority stake of 19,579,964
Footasylum Shares (representing approximately 18.7 per cent. of the
Footasylum Shares in issue on 15 March 2019 (being the last
Business Day prior to the date of this Announcement).
On the same day, JD also announced that it did not intend to
make an offer for Footasylum. In that announcement, JD reserved the
right to set aside the restrictions on JD making an offer for
Footasylum, as set out in Rule 2.8 of the Code, in certain
circumstances, including with the agreement of the Footasylum
Board. On 22 February 2019, the Footasylum Board notified the
Takeover Panel that, at the request of certain members of the
Family Concert Party, it had agreed to release JD from those
restrictions, thereby enabling a full offer for Footasylum's entire
issued and to be issued share capital to be explored.
On 28 February 2019, JD submitted an indicative proposal for an
all cash offer, at 82.5 pence for each Footasylum Share, for the
entire issued and to be issued share capital of Footasylum not
already owned by JD (Proposal). The Footasylum Board, together with
its advisers, considered the Proposal and, on 1 March 2019,
communicated to JD that it would be prepared unanimously to
recommend that Footasylum Shareholders accept the Proposal.
JD believes that Footasylum is a well-established business with
a strong reputation for lifestyle fashion and, with this offering
targeted at a slightly older consumer to JD's existing offering, it
is complementary to JD. JD also believes that there will be
significant operational and strategic benefits from a combination
of the two businesses.
JD believes that this transaction represents a compelling
opportunity for Footasylum's employees, management team,
shareholders and other stakeholders, with Footasylum able to
leverage JD's greater scale with regards to sourcing, its
well-established international infrastructure and its other
commercial operations.
JD expects the combined group to be able to take advantage of
business opportunities which are not readily available to either
company on a standalone basis.
4 Recommendation
The Footasylum Directors, who have been so advised by GCA Altium
as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the
Footasylum Directors, GCA Altium has taken into account the
commercial assessments of the Footasylum Directors. GCA Altium is
providing independent financial advice to the Footasylum Directors
for the purposes of Rule 3 of the Code.
Accordingly, the Footasylum Directors intend to recommend
unanimously that Footasylum Shareholders accept, or procure the
acceptance of, the Offer (or, if (with the consent of Footasylum
and the Panel) JD exercises its right to implement the Offer by way
of a Scheme, vote, or procure votes, in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General
Meeting), as all the Footasylum Directors who hold Footasylum
Shares (in a personal capacity or through related trusts or a
nominee or nominees) and members of their immediate families have
irrevocably undertaken to do, or procure to be done, in respect of
their own beneficial holdings (and the beneficial holdings of
members of their immediate families or related trusts or
nominee(s)) of 65,845,799 Footasylum Shares, in aggregate,
representing approximately 63.0 per cent. of the Footasylum Shares
in issue on 15 March 2019 (being the last Business Day prior to the
date of this Announcement).
5 Background to, and reasons for, the recommendation
Footasylum Shares were admitted to trading on AIM on 2 November
2017 (Admission). On Admission, Footasylum had a clear growth
strategy predicated on the continued expansion of its routes to
market, in particular by targeting eight to ten new store openings
per annum in the medium term as well as increasing Footasylum's
digital presence.
The Footasylum Board acknowledges that, since Admission,
delivering on this strategy has been challenging. In particular,
the widely documented weak consumer sentiment on the UK high street
has affected Footasylum's trading, and this has had a material
impact on its gross margins.
Whilst Footasylum has reported overall revenue growth,
particularly from its online and wholesale channels, its
profitability has been materially impacted and, since Admission,
expectations for the year ended 23 February 2019 and beyond have
been revised downwards several times. The price of a Footasylum
Share has also declined materially from its price on Admission.
As a result, and to preserve Footasylum's balance sheet, the
Footasylum Board has scaled back its store opening programme until
prospects for greater returns can be identified. In the near term,
targeted store expansion is currently two new stores and two
upsizes per annum. Working capital management and cost optimisation
are also key ongoing priorities for the Footasylum Board.
The Footasylum Board remains confident in the long-term
prospects of Footasylum's differentiated, product led,
multi-channel proposition, but acknowledges that, in the short
term, its ability to generate new investor interest has been
negatively impacted by recent trading performance.
It is against this background that the Footasylum Board has
considered the merits of the Offer, assessing Footasylum's
prospects as an independent entity against being part of a larger
and better capitalised group. The Footasylum Board has considered
the risks inherent in the execution of its current strategic plans
and the potential for future growth in equity value for Footasylum
Shareholders.
The Footasylum Board has concluded that the Offer represents the
best strategic option for Footasylum and its employees. It views JD
as one of the few businesses which can fully understand
Footasylum's markets, aims and culture and which can, therefore,
provide appropriate support and development opportunities to the
Footasylum platform to assist Footasylum's growth.
In addition, the Footasylum Board has given due consideration to
JD's stated intentions and assurances regarding Footasylum
contained in paragraph 9 of this Announcement. In particular, the
Footasylum Board notes JD's intention to maintain Footasylum's
separate commercial identity and leverage the existing
infrastructure and expertise of both sets of management to deliver
a best in class multi-brand and multi-channel consumer experience
across the Enlarged Group. The Footasylum Board also welcomes JD's
confirmations that it will fully safeguard the existing employment
rights, including pension rights, of management and employees of
Footasylum in accordance with contractual and statutory
requirements and that it does not intend to make any material
changes in the conditions of employment of the employees and
management of Footasylum.
The Offer Price represents a premium of 184.5 per cent. to the
Closing Price of 29.0 pence per Footasylum Share on 15 February
2019 (being the last Business Day prior to JD's first acquisition
of Footasylum Shares). The Footasylum Board believes the Offer
fairly reflects Footasylum's current market position and prospects
on a standalone basis. As such, the Footasylum Board believes that
Footasylum Shareholders should be given the opportunity to realise
value from the Offer.
The consideration payable pursuant to the Offer is in cash and
represents an opportunity for all Footasylum Shareholders to
realise their investments in Footasylum at a premium to the
prevailing price per Footasylum Share, an opportunity which the
Footasylum Board considers may not be otherwise achievable in the
near term, particularly given the limited ongoing liquidity in
Footasylum Shares and the limited ability of Footasylum
Shareholders otherwise to realise their investments in significant
volume through the stock market.
In considering its recommendation, the Footasylum Board notes
that the Family Concert Party has provided irrevocable undertakings
to accept the Offer. The Footasylum Board also notes that all
Footasylum Shareholders will receive the same consideration per
Footasylum Share and that there are no special arrangements or
equity allocations in JD for Footasylum management, the Family
Concert Party or any other Footasylum Shareholder.
Having taken all these matters into account, the Footasylum
Board believes that the Offer is in the best interests of
Footasylum Shareholders as a whole and, therefore, intends
unanimously to recommend that Footasylum Shareholders accept, or
procure the acceptance of, the Offer.
6 Irrevocable undertakings
JD has received irrevocable undertakings to accept, or procure
the acceptance of, the Offer (or, if (with the consent of
Footasylum and the Panel) JD exercises its right to implement the
Offer by way of a Scheme, vote, or procure votes, in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at
the General Meeting) from all of the Footasylum Directors who hold
Footasylum Shares (in a personal capacity or through members of
their immediate families, related trusts or a nominee or nominees)
and all other members of the Family Concert Party in respect of
their entire beneficial holdings (and the beneficial holdings of
members of their immediate families or related trusts or
nominee(s)) of Footasylum Shares, amounting to 65,845,799
Footasylum Shares, in aggregate, representing approximately 63.0
per cent. of the Footasylum Shares in issue on 15 March 2019 (being
the last Business Day prior to the date of this Announcement).
JD has also received an irrevocable undertaking to accept, or
procure the acceptance of, the Offer from Pentland in respect of
2,720,000 Footasylum Shares, in aggregate, representing
approximately 2.6 per cent. of the Footasylum Shares in issue on 15
March 2019 (being the last Business Day prior to the date of this
Announcement).
Therefore, as at the time of this Announcement, and in addition
to the 19,579,964 Footasylum Shares which it already holds
(representing approximately 18.7 per cent. of the Footasylum Shares
in issue on 15 March 2019 (being the last Business Day prior to the
date of this Announcement), JD has received irrevocable
undertakings to accept, or procure the acceptance of, the Offer
(or, if (with the consent of Footasylum and the Panel) JD exercises
its right to implement the Offer by way of a Scheme, but save in
relation to the irrevocable undertaking received from Pentland,
vote, or procure votes, in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting)
with respect to a total of 68,565,799 Footasylum Shares in
aggregate, representing approximately 65.6 per cent. of the
Footasylum Shares in issue on 15 March 2019 (being the last
Business Day prior to the date of this Announcement) and 80.7 per
cent. of the Footasylum Shares in issue on that date which are not
already owned by JD.
Full details of the irrevocable undertakings received by JD are
set out in Appendix III to this Announcement.
7 Information on the JD Group
JD is a specialist multi-channel retailer of fashionable branded
sports and casual wear, combining globally recognised brands with a
number of strong own brand labels. It has over 2,400 stores across
a number of retail fascias in 18 countries and aims always to
provide its customers with the latest products from leading brands.
JD embraces the latest online and in-store digital technology,
providing it with a truly multi-channel, international platform for
future growth.
JD is listed on the main market of London Stock Exchange, with
its ISIN being GB00BYX91H57. The ordinary shares of JD have been
listed on the London Stock Exchange since October 1996 under the
symbol JD-GB. For the financial year ended 31 January 2018, JD
generated revenue of GBP3,161.4 million, EBITDA of GBP385.2 million
and profit before tax of GBP294.5 million.
8 Information on Footasylum
Footasylum is a UK-based fashion retailer founded in 2005
focusing on the footwear and apparel market. It retails "on-trend"
product ranges which are predominantly aimed at 16 to 24 year old
fashion-conscious customers and are sourced from an extensive
stable of third party and own brands. These include well-known
sports and casual footwear and apparel brands, as well as
up-and-coming brands and own label products.
Footasylum operates a multi-channel model which combines a store
estate of 69 stores in a variety of high street, mall and retail
park locations in cities and towns throughout Great Britain, with a
strong online platform and a recently launched wholesale arm for
distributing its own brand ranges via a network of partners.
Footasylum Shares were admitted to trading on AIM on 2 November
2017 under the symbol FOOT, and with ISIN GB00BYPHD607.
For the financial year ended 24 February 2018, Footasylum
generated revenue of GBP194.8 million, adjusted EBITDA of GBP12.5
million and profit before tax of GBP1.9 million.
9 Management, employees and business of Footasylum
In considering its initial investment in Footasylum, JD has
invested time and resource on outside-in due diligence and
leveraged its industry expertise and knowledge as a
well-established and highly respected retailer in the Sports
Fashion space. This has been supplemented by a limited confirmatory
due diligence exercise. Consequently, JD believes it has a clear
understanding of the Footasylum business and the opportunities and
points of difference that a combination with JD could provide.
Following completion of the Acquisition, JD intends to maintain
a separate operational management structure in Footasylum and aims
to leverage existing infrastructure and the expertise of both sets
of management to deliver a best in class multi-brand and
multi-channel consumer experience across the combined group.
Accordingly, as soon as it is practically possible following
completion of the Acquisition, JD intends to carry out a strategic
review of Footasylum's business and operations in conjunction with
the Footasylum management. Although JD has not yet concluded on the
full scope of the review, it will include:
-- ensuring that the differentiated brand mix and product ranges
in Footasylum's multi-channel proposition are preserved and
enhanced for the longer term benefit of the consumer experience;
and
-- optimising the efficiency of the combined operations including:
-- the consolidation of certain central functions into JD's site
(as referred to below) ensuring at all times that Footasylum
maintains its separate commercial identity; and
-- the identification of other potential economies of scale across the two companies.
It is currently anticipated that the strategic review will be
substantially complete in the first nine months following the
Acquisition becoming or being declared wholly unconditional.
Footasylum employees and management
JD has made the following confirmations to the Footasylum Board
with regards to the business, employees and pension scheme of
Footasylum:
-- JD intends to fully safeguard the existing employment rights,
including pension rights, of management and employees of Footasylum
in accordance with contractual and statutory requirements. JD
confirms that it does not intend to make any material changes in
the conditions of employment of the employees and management of
Footasylum.
-- Footasylum operates a defined contribution scheme. JD has
confirmed that it does not currently intend to make any changes to
the terms of this scheme or level of employer contributions.
The non-executive Footasylum Directors intend to resign with
effect from completion of the Acquisition.
Footasylum's headquarters and AIM quotation
Both JD and Footasylum are headquartered in Greater Manchester.
The close proximity of both headquarters may provide an opportunity
for some cost savings in the longer term by consolidating certain
headquarter operations of Footasylum into available space within
JD's headquarters. Furthermore, as it is JD's intention to seek the
cancellation of the trading of Footasylum's Shares on AIM from or
shortly after completion of the Acquisition, Footasylum's plc
related functions will no longer be required and following
completion of the review referred to above, some central corporate
and support functions of Footasylum will see a reduction or change
in scope although the impact on overall headcount from this would
be limited.
However, based on its limited confirmatory due diligence to
date, JD does not yet have sufficient information to formulate
comprehensive plans or estimate with specificity, beyond the
information set out above, the timing or extent of this headquarter
consolidation exercise, or the extent of any headcount reductions
that may occur as a result of this consolidation and the
cancellation of the Footasylum Shares' quotation on AIM. Other than
set out above, JD does not intend to make any reduction in the
headcount of Footasylum as a consequence of the Acquisition.
Deployment of fixed assets, locations of Footasylum and balance
of skills and functions
Although JD believes that other operational improvements may
also be possible due to economies of scale across the two
companies, the conclusion of any restructuring and integration
plans for the combined group will be subject to the strategic
review referred to above. JD has, however, confirmed that it does
not intend for the Acquisition, for the 12 months following
completion, to have an impact on continued ordinary course trading
activities across all of Footasylum's fascias. In addition, JD has
also confirmed that for the 12 months following completion of the
Acquisition it does not intend, as a consequence of the
Acquisition, to make any material changes to the deployment of
Footasylum's fixed assets or materially alter the balance, skills
and functions of the employees of the combined group. JD agrees not
to make any changes in respect of any research and development
function undertaken by Footasylum.
JD has not entered into, and has not had discussions on
proposals to enter into, any form of incentivisation arrangements
with members of Footasylum's management.
No statements in this paragraph 9 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
10 Financing of the Offer
Full acceptance of the Offer will result in the payment by JD of
up to approximately GBP74.0 million in cash to Footasylum
Shareholders. The cash consideration payable to Footasylum
Shareholders under the terms of the Offer will be funded from JD's
existing cash resources and facilities.
Rothschild & Co, as financial adviser to JD, is satisfied
that sufficient cash resources are available to JD to enable it to
satisfy, in full, the cash consideration payable to Footasylum
Shareholders under the terms of the Offer.
11 Structure of the Offer
11.1 Terms and conditions
The Offer will be conditional upon, amongst other things, valid
acceptances being received in respect of Footasylum Shares which,
together with any Footasylum Shares acquired by JD (whether
pursuant to the Offer or otherwise treated for the purposes of the
Companies Act as having been acquired or contracted to be acquired
by virtue of acceptances of the Offer), constitute not less than 90
per cent. in nominal value and voting rights of the Footasylum
Shares to which the Offer relates. The Offer will be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Offer Document.
The Offer can only become unconditional in all respects if all
Conditions to the Offer have been satisfied or, where applicable,
waived. Subject to the satisfaction or, where applicable, waiver of
the Conditions, it is expected that completion of the Offer will
occur in April or May 2019.
11.2 Takeover offer
It is intended that the Offer will be implemented by means of a
takeover offer under the Code and within the meaning given to that
term in section 974 of the Companies Act. JD reserves the right,
subject to the consent of Footasylum and the Panel, to effect the
Acquisition by way of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act.
11.3 Publication of Offer Document
The Offer Document will be posted to Footasylum Shareholders as
soon as is practicable and, in any event, other than with the
consent of the Panel, within 28 days of this Announcement.
11.4 Compulsory acquisition and cancellation of admission to trading
If the Offer becomes, or is declared, unconditional in all
respects and JD receives acceptances under the Offer in respect of,
and/or otherwise acquires, not less than 90 per cent. of the
Footasylum Shares by nominal value and voting rights to which the
Offer relates and assuming that all of the other Conditions have
been satisfied or (if capable of waiver) waived, JD intends to
exercise its rights pursuant to Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily any outstanding Footasylum
Shares to which the Offer relates which are not acquired, or agreed
to be acquired, pursuant to the Offer or otherwise treated for the
purposes of that Part as having been acquired, or contracted to be
acquired, by virtue of acceptances of the Offer.
After the Offer becomes, or is declared, unconditional in all
respects and if JD has, by virtue of its shareholdings and
acceptances of the Offer, acquired, or agreed to acquire,
Footasylum Shares representing at least 75 per cent. of the voting
rights attached to Footasylum Shares (Cancellation Threshold), JD
intends to procure the making of an application by Footasylum for
cancellation of the trading in Footasylum Shares on AIM. A notice
period of not less than 20 Business Days before the cancellation is
effective will commence on the date on which the Offer becomes, or
is declared, unconditional in all respects, provided that JD has
attained the Cancellation Threshold. Cancellation of admission to
trading of Footasylum Shares on AIM would significantly reduce the
liquidity and marketability of any Footasylum Shares not assented
to the Offer.
It is also intended that, if the Offer becomes, or is declared,
unconditional in all respects and JD has acquired, or agreed to
acquire, Footasylum Shares which carry, in aggregate, not less than
a three-fourths majority of the voting rights attaching to the
Footasylum Shares, JD will seek to re-register Footasylum as a
private limited company pursuant to the Companies Act.
12 Disclosure of interests in Footasylum Shares
12.1 As at the close of business on 15 March 2019 (being the
last Business Day prior to the date of this Announcement), JD and
Pentland (which is the registered holder of approximately 57.47 per
cent. of the issued share capital of JD) were the registered
holders of, respectively, 19,579,964 Footasylum Shares and
2,720,000 Footasylum Shares. Those Footasylum Shares represent,
respectively, 18.7 per cent. and 2.6 per cent. of the Footasylum
Shares in issue at that date.
12.2 As at the close of business on 15 March 2019 (being the
last Business Day prior to the date of this Announcement), save for
the irrevocable undertakings referred to in paragraph 6 above and
in Appendix III to this Announcement and save for the Footasylum
Shares referred to in paragraph 12.1 above, none of JD or any JD
Director nor, so far as JD is aware, any person acting, or deemed
to be acting, in concert with JD:
(a) had an interest in, or right to subscribe for, relevant securities of Footasylum;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Footasylum;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Offer in respect of relevant securities
of Footasylum; or
(d) had borrowed or lent any Footasylum Shares.
Furthermore, save for the irrevocable undertakings described in
paragraph 6 above and in Appendix III to this Announcement, no
arrangement exists between JD or Footasylum or a person acting in
concert with JD or Footasylum in relation to Footasylum Shares. For
these purposes, an arrangement includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Footasylum Shares which
may be an inducement to deal or refrain from dealing in such
securities.
13 Offer-related arrangements
Confidentiality Agreement
JD and Footasylum have entered into a confidentiality agreement
dated 5 March 2019 (Confidentiality Agreement) pursuant to which JD
and Footasylum have undertaken, among other things, to (i) keep
confidential information relating to each other and not to disclose
it to third parties (other than certain permitted disclosees)
unless required by law or regulation, (ii) use the confidential
information for the sole purpose of considering and implementing
the Acquisition, (iii) ensure that the confidential information is
kept securely and in such a way as to prevent unauthorised access
by any third party and (iv) notify, as soon as reasonably possible,
the other if it becomes aware that the confidential information has
been communicated or disclosed to an unauthorised third party.
Those confidentiality obligations will remain in force for a period
of 24 months. The Confidentiality Agreement also contains
undertakings from both JD and Footasylum that, for a period of 24
months, they will not solicit or approach (subject to certain
exceptions) any director, officer or employee of the other who is
directly involved in the Acquisition.
Co-operation Agreement
JD and Footasylum have entered into a co-operation agreement
dated 17 March 2019 (Co-operation Agreement), pursuant to which
and, to the extent it is necessary to obtain Clearance (as defined
therein) from the CMA, JD has undertaken to Footasylum to use all
reasonable endeavours to persuade the CMA not to make a Phase 2 CMA
reference and to persuade the CMA not to make any order which would
restrict or prohibit the completion of the Acquisition including by
taking all steps necessary to ensure Clearance is obtained from the
CMA, and both JD and Footasylum shall co-operate with each other in
relation to obtaining any necessary Clearance from the CMA. If the
CMA makes or imposes any Order (as defined therein), JD shall and
shall procure that each member of the JD Group shall take all
necessary steps to obtain Clearance from the CMA in respect of the
Acquisition. Such steps shall include, but are not limited to,
proposing, offering to, negotiating and agreeing with, the CMA at
the earliest opportunity any obligations, undertakings,
commitments, remedies and/or modifications with respect to the
Acquisition as may be deemed necessary by the CMA. If JD declares
the Offer unconditional in all respects or the Acquisition
otherwise becomes effective in accordance with its terms, then
certain obligations under the Co-operation Agreement will fall
away. Further, JD has undertaken not to invoke the Acceptance
Condition without Footasylum's consent before the 60th day after
publication of the Offer Document. The Co-operation Agreement may
be terminated by either party if such termination is agreed in
writing by the other party or on the date on which the Acquisition
(whether implemented by way of Offer or Scheme) lapses, terminates
or is withdrawn.
14 Footasylum Share Schemes
The Offer will extend to any Footasylum Shares which are
unconditionally allotted or issued fully paid (or credited as fully
paid) while the Offer remains open for acceptance, including any
such Footasylum Shares unconditionally allotted or issued pursuant
to the exercise of options and/or awards under the Footasylum Share
Schemes. Appropriate proposals will be made to participants in the
Footasylum Share Schemes in accordance with Rule 15 of the Code and
such persons will be sent separate letters in due course explaining
the effect of the Offer on their options/awards and setting out the
proposals being made by JD in respect of their outstanding
options/awards in connection with the Offer.
15 Documents available on websites
Copies of the following documents will published by no later
than noon (London time) on the Business Day following the date of
this Announcement on JD's website at
www.jdplc.com/investor-relations.aspx and on Footasylum's website
at https://investors.footasylum.com/investor-relations/offer-page
and will be made available until the end of the Offer Period:
-- a copy of this Announcement;
-- the Confidentiality Agreement;
-- the irrevocable undertakings described in paragraph 6 above
and in Appendix III to this Announcement; and
-- the Co-operation Agreement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement
16 General
The Offer will be subject to the Conditions and other terms set
out in this Announcement and to the full terms and Conditions which
will be set out in the Offer Document.
Appendix I to this Announcement contains a summary of the
principal terms and Conditions. The Offer Document containing the
full terms and Conditions of the Offer will be posted to Footasylum
Shareholders and, for information only, to participants in the
Footasylum Share Schemes as soon as is practicable and, in any
event, within 28 days of the date of this Announcement, unless JD
and Footasylum otherwise agree, and the Panel consents, to a later
date. Appendix II contains details of sources of information and
bases of calculation contained in this Announcement. Appendix III
contains certain details relating to the irrevocable undertakings
referred to in this Announcement. Appendix IV contains definitions
of certain terms used in this Announcement.
Rothschild & Co and GCA Altium have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
Enquiries: Enquiries:
JD [repeat page 4]
Peter Cowgill +44 (0) 161 767 1000
Neil Greenhalgh +44 (0) 161 767 1000
Rothschild & Co (Financial Adviser to JD)
Andrew Thomas +44 (0) 161 827 3800
Jason Loucopoulos +44 (0) 161 827 3800
Footasylum
Barry Bown +44 (0) 1706 714 299
Clare Nesbitt +44 (0) 1706 714 299
GCA Altium Limited (Rule 3 Adviser, Financial Adviser and Nomad to
Footasylum)
Phil Adams +44 (0) 20 7484 4040
Sam Fuller +44 (0) 20 7484 4040
Tim Richardson +44 (0) 20 7484 4040
MHP Communications (PR adviser to JD)
Andrew Jaques +44 (0) 20 3128 8788
Giles Robinson +44 (0) 20 3128 8788
Powerscourt (PR adviser to Footasylum)
Rob Greening +44 (0) 20 7250 1446
Isabelle Saber +44 (0) 20 7324 0494
Important notices relating to financial advisers
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for JD and no one else in connection with the subject
matter of this Announcement and will not be responsible to anyone
other than JD for providing the protections afforded to clients of
Rothschild & Co or for providing advice in relation to the
subject matter of this Announcement.
GCA Altium, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Footasylum as financial adviser and Nomad and no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than Footasylum for providing
the protections afforded to clients of GCA Altium or for providing
advice in relation to the subject matter of this Announcement.
Further information
This Announcement is not intended to, and does not, constitute,
or form part of, any 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 Offer or
otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms of, and Conditions to,
the Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. Footasylum
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules and the Code 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 and regulations of any jurisdiction outside the
United Kingdom.
Overseas jurisdictions
The distribution of this Announcement in jurisdictions other
than the United Kingdom and the ability of Footasylum Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Footasylum
Shareholders who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
Footasylum Shareholders will be contained in the Offer
Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
Announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Footasylum Shares
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code, the Panel and the AIM Rules. Accordingly,
the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The Offer will be made for the securities of a company
incorporated in England whose ordinary shares are admitted to
trading on AIM. The Offer will be subject to UK disclosure
requirements, which are different from certain United States
disclosure requirements. The financial information on both JD and
Footasylum included in this Announcement has been prepared in
accordance with IFRS, thus neither may be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Offer by a US holder of
Footasylum Shares may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Footasylum Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of accepting the Offer. Furthermore,
the payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer, if required to be made, will be made in the United
States by JD and no one else.
It may be difficult for US holders of Footasylum Shares to
enforce their rights and any claim arising out of US federal
securities laws since JD and Footasylum are both incorporated under
the laws of England and Wales and some or all of their officers and
directors are residents of non-US jurisdictions. In addition, most
of the assets of JD and Footasylum are located outside the United
States. US holders of Footasylum Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
This Announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities
exchange of, the United States or any other country in which such
offer may not be made other than: (i) in accordance with the tender
offer requirements under the US Securities Exchange Act of 1934 (as
amended) (the Exchange Act), or the securities laws of such other
country, as the case may be; or (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, passed upon the merits or
fairness of the Offer or passed comment upon the adequacy or
completeness of this Announcement. Any representation to the
contrary is a criminal offence in the United States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice and subject to Rule 14e-5(b) under the Exchange Act, JD or
its nominees or brokers (acting as agents) or its affiliates may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities in Footasylum, other than
pursuant to the Offer, at any time prior to completion of the Offer
becoming effective. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Code and
the AIM Rules, and MAR to the extent applicable. No purchases will
be made outside of the Offer in the United States by or on behalf
of JD. To the extent required by the applicable law (including the
Code), any information about such purchases will be disclosed on a
next day basis to the Panel and a Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
Forward-looking statements
This Announcement may contain certain forward-looking statements
with respect to JD, the JD Group, Footasylum and/or the Footasylum
Group. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as anticipate,
target, expect, estimate, intend, plan, goal, believe, will, may,
should, would, could or other words or terms of similar meaning or
the negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the JD Group or the Footasylum Group and
potential synergies resulting from the Acquisition; and (iii) the
expected timing and scope of the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in, or implied by, such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to JD, the
JD Group, Footasylum and/or the Footasylum Group or any person
acting on their behalf (respectively) are expressly qualified in
their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this Announcement. JD, the JD
Group, Footasylum and/or the Footasylum Group assume no obligation
to update publicly or revise forward-looking or other statements
contained in this Announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for JD or Footasylum, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for JD or
Footasylum, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Footasylum Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Footasylum Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Footasylum may be provided to JD during the
Offer Period as required under Section 4 of Appendix 4 to the
Code.
Publication on website
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on JD's website at
www.jdplc.com/investor-relations.aspx and on Footasylum's website
at https://investors.footasylum.com/investor-relations/offer-page
by no later than noon on the Business Day following this
Announcement. Neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Nancy Kelsall at Footasylum on
nancy.kelsall@footasylum.com or on +44 (0) 1706 714 294. 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. In accordance with Rule 30.3
of the Code, a person so entitled may also request that all future
documents, announcements and information to be sent to them in
relation to the Offer should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Footasylum confirms
that, as at the close of business on 15 March 2019 (being the last
Business Day prior to the date of this Announcement), it had
104,474,390 ordinary shares of GBP0.001 each in issue and admitted
to trading on AIM under ISIN reference GB00BYPHD607 (and no
ordinary shares are held in treasury).
APPIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
CONDITIONS OF THE OFFER
1. The Offer is subject to the following Conditions:
Acceptance Condition
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the date
falling 21 days after the date on which the Offer Document is
posted to Footasylum Shareholders (or such later time(s) and/or
date(s), if any, as JD may, with the consent of the Panel or in
accordance with the Code, decide) in respect of Footasylum Shares
which, when taken together with all other Footasylum Shares which
JD, directly or indirectly, acquires or agrees to acquire after
such posting, comprise in aggregate not less than 90 per cent. (or
such lower percentage as JD may decide) in nominal value of, and of
the voting rights attached to, the Footasylum Shares to which the
Offer relates (provided that this Condition will not be satisfied
unless JD and/or any of its wholly-owned subsidiaries shall have
acquired or agreed to acquire pursuant to the Offer or otherwise
Footasylum Shares carrying more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of
Footasylum), including for this purpose (except to the extent
otherwise agreed by the Panel) any such voting rights attaching to
Footasylum Shares that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purpose of this Condition:
(i) the expression "Footasylum Shares" to which the Offer
relates shall be construed in accordance with section 974 to 999
(inclusive) of the Companies Act;
(ii) Footasylum Shares which have been unconditionally allotted
but not issued before the Offer becomes, or is declared,
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise,
shall be deemed to carry the voting rights they will carry upon
issue;
(iii) Footasylum Shares (if any) that cease to be held in
treasury before the Offer becomes or is declared unconditional as
to acceptances are Footasylum Shares to which the Offer relates;
and
(iv) valid acceptances shall be deemed to have been received in
respect of Footasylum Shares which are treated for the purposes of
Part 28 of the Companies Act as having been acquired or contracted
to be acquired by JD by virtue of acceptances of the Offer;
Other third party clearances
(b) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body or
association, institution or agency (including any trade agency)
(but excluding always the CMA) or any court tribunal in any
jurisdiction (each a Relevant Authority) having taken or instituted
or given written notice of any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having
withdrawn the same) or enacted, made or proposed and there not
continuing to be outstanding any statute, regulation, order or
decision that would or would reasonably be expected to:
(i) make the Offer or other acquisition of Footasylum Shares, or
control or management of Footasylum by JD or any member of the
Wider JD Group void, unenforceable or illegal in any relevant
jurisdiction or directly or indirectly prohibit or otherwise
materially restrict, materially delay or materially interfere with
the implementation of, or impose material additional conditions or
obligations with respect to, or otherwise materially challenge or
require amendment to the terms of, the Offer or other acquisition
of any Footasylum Shares, or control or management of Footasylum by
JD or any member of the Wider JD Group;
(ii) require, prevent or materially delay the divestiture (or
alter the terms of any proposed divestiture) by the Wider JD Group
or the Wider Footasylum Group of all or any material part of their
respective businesses, assets or properties or impose any material
limitation on their ability to conduct all or any part of their
respective businesses and to own, control or manage any of their
respective assets or properties;
(iii) impose any limitation on, or result in any material delay
in, the ability of any member of the Wider JD Group to acquire or
hold or to exercise effectively, directly or indirectly, all or any
rights of ownership of shares or other securities (or the
equivalent) in, or to exercise management control over, any member
of the Wider Footasylum Group or on the ability of any member of
the Wider Footasylum Group to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise management
control over, any other member of the Wider Footasylum Group to an
extent which is material in the context of the Wider Footasylum
Group taken as a whole or the Wider JD Group taken as a whole or
material in the context of the Offer (as the case may be);
(iv) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider JD Group or of the Wider
Footasylum Group to acquire or offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the
Wider Footasylum Group or any member of the Wider JD Group owned by
a third party (other than in the implementation of the Offer);
(v) other than in the implementation of the Offer, require the
divestiture by any member of the Wider JD Group of any shares,
securities or other interests in any member of the Wider Footasylum
Group;
(vi) impose any material limitation on, or result in any
material delay in, the ability of any member of the Wider JD Group
or the Wider Footasylum Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider JD Group and/or the
Wider Footasylum Group;
(vii) result in any member of the Wider Footasylum Group ceasing
to be able to carry on business under any name under which it
presently does so, to an extent which is material in the context of
the Wider Footasylum Group taken as a whole or the Wider JD Group
taken as a whole or material in the context of the Offer (as the
case may be); or
(viii) otherwise materially and adversely affect the business,
assets, financial or trading position or profits of any member of
the Wider Footasylum Group,
and all applicable waiting and other time periods (including
extensions thereof) during which any such Relevant Authority could
decide to take, institute or threaten any such action, proceeding,
suit, investigation, enquiry or reference having expired, lapsed or
been terminated; provided that, for the avoidance of doubt, this
paragraph 1(b) shall not apply to any action taken by a Relevant
Authority in relation to a contract or arrangement with a member of
the Wider Footasylum Group entered into in the ordinary course of
its business;
(c) other than in relation to the approvals referred to in
paragraph 1(b) above, all material filings, applications and/or
notifications which are necessary under applicable legislation or
regulation of any relevant jurisdiction having been made and all
relevant waiting periods and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been
terminated and all applicable statutory or regulatory obligations
in any jurisdiction having been complied with in each case in
respect of the Offer or, except pursuant to Chapter 3 of Part 28 of
the Companies Act, other acquisition of any shares or other
securities in, or control or management of, Footasylum or any
member of the Wider Footasylum Group by any member of the Wider JD
Group or (except as Disclosed) the carrying on by any member of the
Wider Footasylum Group of its business;
(d) all Authorisations which are necessary in any jurisdiction
for or in respect of the Offer and other acquisition of any
Footasylum Shares, or control of Footasylum, by JD or any member of
the Wider JD Group being obtained on terms and in a form reasonably
satisfactory to JD from appropriate Relevant Authorities, or
(except as Disclosed) from any persons or bodies with whom any
member of the Wider JD Group or the Wider Footasylum Group has
entered into contractual arrangements or material business
relationships, and such Authorisations, together with all other
Authorisations necessary for any member of the Wider Footasylum
Group to carry on its business (except as Disclosed) (where the
absence of any such Authorisations would be material and adverse in
the context of the Offer) remaining in full force and effect and no
written notice of any intention to revoke, suspend, restrict or
modify or not to renew any of the same having been given;
Confirmation of absence of adverse circumstances
(e) except as Disclosed, there being no provision of any
agreement, arrangement, licence or other instrument to which any
member of the Wider Footasylum Group is a party or by or to which
any such member or any of its assets is or may be bound or subject
which, as a result of the implementation of the Offer or other
acquisition by JD or any member of the Wider JD Group of any
Footasylum Shares, or change in the control or management of
Footasylum or otherwise, would or would reasonably be expected to
result in (in each case to an extent which is material in the
context of the Wider Footasylum Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any such member of the
Wider Footasylum Group becoming repayable, or capable of being
declared repayable, immediately or earlier than the stated
repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property or assets of any such member of the Wider
Footasylum Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming
enforceable;
(iii) any rights, assets or interests of any such member of the
Wider Footasylum Group being or falling to be disposed of or
ceasing to be available to any member of the Wider Footasylum Group
or any right arising under which any such asset or interest could
be required to be disposed of or could cease to be available to any
member of the Wider Footasylum Group;
(iv) the interest or business of any such member of the Wider
Footasylum Group in or with any other person, firm or company (or
any agreements or arrangements relating to such interest or
business) being terminated or adversely modified or affected;
(v) any such member of the Wider Footasylum Group ceasing to be
able to carry on business under any name under which it presently
does so;
(vi) the value of any such member of the Wider Footasylum Group
or its financial or trading position or prospects being prejudiced
or adversely affected;
(vii) any such agreement, arrangement, licence or other
instrument being terminated or adversely modified or any onerous
obligation arising or any adverse action being taken or arising
thereunder;
(viii) the creation of any liability (actual or contingent) by
any such member of the Wider Footasylum Group, other than trade
creditors or other liabilities incurred in the ordinary course of
business; or
(ix) any requirement on any member of the Wider Footasylum Group
to acquire, subscribe, pay up or repay any shares or other
securities (or the equivalent),
and no event having occurred which, under any provision of any
agreement, arrangement, licence or other instrument to which any
member of the Wider Footasylum Group is a party or by or to which
any such member or any of its assets is or may be bound or subject,
would or would reasonably be expected to result in any events or
circumstances as are referred to in this paragraph 1(e) (in each
case to an extent which is material in the context of the Wider
Footasylum Group taken as a whole);
No material transactions, claims or changes in the conduct of
the business of the Footasylum Group
(f) except as Disclosed, no member of the Wider Footasylum Group
having since 25 August 2018:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities convertible
into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible or
exchangeable securities or transferred or sold (or agreed to
transfer or sell) any shares out of treasury (except, in each case,
(a) as between Footasylum and its wholly owned subsidiaries or
between its wholly owned subsidiaries, or (b) upon, pursuant to or
in respect of the exercise and/or vesting of any options and awards
granted under the Footasylum Share Schemes);
(ii) recommended, declared, paid or made or resolved to
recommend, declare, pay or make any bonus, dividend or other
distribution, whether payable in cash or otherwise other than
dividends or other distributions, whether payable in cash or
otherwise, lawfully paid or made by any wholly-owned subsidiary of
Footasylum to Footasylum or any of its wholly-owned
subsidiaries;
(iii) (except for transactions between Footasylum and its
wholly-owned subsidiaries, or between its wholly-owned subsidiaries
or transactions in the ordinary course of business) implemented or
authorised any merger or demerger acquired or disposed of or
transferred, mortgaged or charged, or created any other security
interest over, any asset or any right, title or interest in any
asset (in each case to an extent which is material in the context
of the Wider Footasylum Group taken as a whole);
(iv) entered into, or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger
of businesses or corporate entities (in each case to an extent
which is material in the context of the Wider Footasylum Group
taken as a whole);
(v) other than pursuant to the Offer and except for transactions
between Footasylum and its wholly owned subsidiaries or between
wholly owned subsidiaries of Footasylum, implemented or authorised
any reconstruction, amalgamation, scheme or other transaction or
arrangement with a substantially equivalent effect (in each case to
an extent which is material in the context of the Wider Footasylum
Group taken as a whole);
(vi) purchased, redeemed or repaid any of its own shares or
other securities or reduced or made or authorised any other change
in its share capital (except, in each case, where relevant, (a) as
between Footasylum and wholly owned subsidiaries of Footasylum or
between the wholly owned subsidiaries of Footasylum, or (b) upon,
pursuant to or in respect of the exercise and/or vesting of any
options and awards granted under the Footasylum Share Schemes);
(vii) made or authorised any change in its loan capital or
issued or authorised the issue of any debentures or incurred or
increased any indebtedness or contingent liability (except, in each
case, where relevant, as between Footasylum and wholly owned
subsidiaries of Footasylum or between the wholly owned subsidiaries
of Footasylum) (in each case to an extent which is material in the
context of the Wider Footasylum Group taken as a whole);
(viii) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment
or arrangement (whether in respect of capital expenditure, real
estate or otherwise) which is outside the ordinary course of
business or which is of a long term, onerous or unusual nature or
magnitude or which involves, or would reasonably be expected to
involve, an obligation of a nature or magnitude which is materially
restrictive on the business of any member of the Wider Footasylum
Group (in each case to an extent which is material in the context
of the Wider Footasylum Group taken as a whole);
(ix) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due or having stopped
or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or
a substantial part of its business (in each case to an extent which
is material in the context of the Wider Footasylum Group taken as a
whole);
(x) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment
or arrangement with any of its creditors whether by way of a
voluntary arrangement, scheme of arrangement, deed of compromise or
otherwise (in each case to an extent which is material in the
context of the Wider Footasylum Group taken as a whole);
(xi) (other than in respect of a member of the Wider Footasylum
Group which is dormant and solvent at the relevant time) taken any
corporate action or had any legal proceedings started, served or
threatened against it or any documents filed or faxed in court for
its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous
person in any jurisdiction) of all or any of its assets and
revenues or had written notice given of the intention to appoint
any of the foregoing to it (in each case to an extent which is
material in the context of the Wider Footasylum Group taken as a
whole);
(xii) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider Footasylum Group (in each case to an extent
which is material in the context of the Wider Footasylum Group
taken as a whole);
(xiii) made any material alteration to its constitutional documents;
(xiv) entered into, or varied the terms of, or terminated or
given notice of termination of, any service agreement or
arrangement with any director or senior executive of any member of
the Wider Footasylum Group;
(xv) proposed, agreed to provide, or agreed to modify the terms
of, any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by any member of the Wider Footasylum Group; or
(xvi) entered into any contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) to effect, or proposed or announced any intention to
effect, any of the transactions, matters or events referred to in
this paragraph 1(g) (otherwise than where permitted or referred to
in this paragraph 1(f));
(g) except as Disclosed, since 25 August 2018:
(i) no adverse change having occurred, and no circumstances
having arisen which would reasonably be expected to result in any
adverse change, in the business, assets, financial or trading
position or profits of any member of the Wider Footasylum Group (in
each case to an extent which is material in the context of the
Wider Footasylum Group taken as a whole);
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings in any jurisdiction having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider Footasylum Group or to which any
member of the Wider Footasylum Group is a party (whether as
claimant or defendant or otherwise) and no investigation by any
Relevant Authority or other investigative body against or in
respect of any member of the Wider Footasylum Group having been
threatened in writing, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider
Footasylum Group (in each case to an extent which is material in
the context of the Wider Footasylum Group taken as a whole);
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Footasylum Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Footasylum Group, in each case
to an extent which is material in the context of the Wider
Footasylum Group taken as a whole;
(iv) no steps having been taken and no omissions having been
made which would result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Footasylum Group which is necessary for the proper
carrying on of its business, and the withdrawal, cancellation,
termination or modification of which would have a material adverse
effect on the Wider Footasylum Group taken as a whole; and
(v) no contingent or other liability having arisen outside the
ordinary course of business which would or would reasonably be
expected to adversely affect any member of the Wider Footasylum
Group (in each case to an extent which is material in the context
of the Wider Footasylum Group taken as a whole); and
(h) except as Disclosed, JD not having discovered that:
(i) any financial, business or other information concerning the
Wider Footasylum Group publicly announced prior to the Announcement
Date at any time by any member of the Wider Footasylum Group is
misleading, contains a misrepresentation of fact or omits to state
a fact necessary to make the information contained therein not
misleading (in each case to an extent which is material in the
context of the Wider Footasylum Group taken as a whole);
(ii) there is any information which affects the import of any
information publicly announced prior to the Announcement Date by or
on behalf of any member of the Wider Footasylum Group (in each case
to an extent which is material in the context of the Wider
Footasylum Group taken as a whole);
(iii) any member of the Wider Footasylum Group is subject to any
liability, contingent or otherwise, other than in the ordinary
course of business (in each case to an extent which is material in
the context of the Wider Footasylum Group taken as a whole); or
(iv) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated
or made use of or controlled by any past or present member of the
Wider Footasylum Group under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority in
any jurisdiction (in each case to an extent which is material in
the context of the Wider Footasylum Group taken as a whole).
CERTAIN FURTHER TERMS OF THE OFFER
(a) To the extent permitted by law and subject to the
requirements of the Panel, JD reserves the right in its sole
discretion (subject to the requirements of the Code and the Panel)
to waive (if capable of waiver), in whole or in part, the above
Conditions, apart from Condition 1(a).
(b) Except with the consent of the Panel, the Offer will lapse
unless Conditions 1(b) to 1(h) (inclusive) are fulfilled or, if
capable of waiver, waived or, where appropriate, have been
determined by JD in its reasonable opinion to be or to remain
satisfied by midnight on the date which is 21 days after the later
of the First Closing Date and the date on which Condition 1(a) is
satisfied.
(c) If JD is required by the Panel to make an offer for
Footasylum Shares under the provisions of Rule 9 of the Code, JD
may make such alterations to any of the above Conditions and terms
of the Offer as are necessary to comply with the provisions of that
Rule.
(d) JD shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in paragraphs 1(b) to 1(h)
(inclusive) by a date earlier than the latest date for the
fulfilment of that Condition notwithstanding that the other
Conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be
capable of fulfilment.
(e) Under Rule 13.5 of the Code, JD may not invoke a Condition
so as to cause the Offer not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to
invoke the Condition are of material significance to JD in the
context of the Offer. The Condition contained in paragraph 1(a) of
this Appendix is not subject to that provision of the Code.
(f) The Footasylum Shares to be acquired under the Offer shall
be acquired fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights
and interests of any nature whatsoever and together with all rights
now and hereafter attaching thereto, including voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the
Unconditional Date. Accordingly, insofar as any dividend or other
distribution or return of value is authorised, declared, made or
paid in respect of Footasylum Shares on or after the date of this
Announcement, JD is required by Note 6 on Rule 32.2 of the Code to
reduce the Offer Price by the amount of any such dividend or other
distribution.
(g) The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the Restricted
Jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
(h) The Offer is governed by English law and is subject to the
jurisdiction of the English courts, the Conditions and further
terms set out in this appendix, the further terms which will be set
out in the Offer Document and such further terms as may be required
in order to comply with the Code and the AIM Rules. The Offer shall
be subject to the applicable requirements of the Code, the Panel,
the AIM Rules, the London Stock Exchange and the Financial Conduct
Authority.
(i) Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
(j) The Offer shall lapse, and shall no longer bind Footasylum Shareholders or JD, if:
(i) in so far as the Offer or any matter arising from or
relating to the Offer constitutes a concentration with a Community
dimension within the scope of the Regulation, the Commission of the
European Union either initiates proceedings under Article 6(1)(c)
of the Regulation or makes a referral to a competent authority in
the United Kingdom under Article 9(1) of the Regulation and there
is then a Phase 2 Reference; or
(ii) the Offer or any matter arising from or relating to the
Offer becomes subject to a Phase 2 Reference,
in each case, before the later of 1.00 p.m. (London time) on the
First Closing Date and the date when the Offer becomes or is
declared unconditional as to acceptances.
(k) If sufficient acceptances of the Offer are received and/or
sufficient Footasylum Shares are otherwise acquired, it is the
intention of JD to apply the provisions of the Companies Act to
compulsorily acquire any outstanding Footasylum Shares to which
such Offer relates.
(l) If the Offer lapses, the Offer shall cease to be capable of
further acceptance and accepting Footasylum Shareholders and JD
shall cease to be bound by the Forms of Acceptance submitted or
before the time when the Offer so lapses.
APPIX II
GENERAL SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1 unless otherwise stated, the financial information relating to
JD is extracted (without material adjustment) from the audited
consolidated financial statements of JD for the relevant financial
years, prepared in accordance with IFRS;
2 unless otherwise stated, the financial information relating to
Footasylum is extracted (without material adjustment) from the
audited consolidated financial statements of Footasylum for the
relevant financial years, prepared in accordance with IFRS;
3 references to the existing issued share capital of Footasylum
are to the number of Footasylum Shares in issue as at 15 March 2019
(being the last Business Day prior to the date of this
Announcement) which was 104,474,390 Footasylum Shares. The
international securities identification number for Footasylum
Shares is GB00BYPHD607;
4 references to the fully diluted share capital of Footasylum
are to 109,228,301 Footasylum Shares, based on:
(a) the number of existing Footasylum Shares set out in
paragraph 3 of this Appendix II; plus
(b) a maximum of 4,753,911 Footasylum Shares which may be issued
on or after the date of this Announcement to satisfy Options
outstanding as at 15 March 2019 (being the last Business Day prior
to the date of this Announcement);
5 volume-weighted average Closing Prices have been derived from
Thomson Reuters Datastream and have been rounded to the nearest
single decimal place; and
6 unless otherwise stated, all prices and closing prices for
Footasylum Shares are closing middle market quotations derived from
the AIM Appendix to the London Stock Exchange Daily Official List
(SEDOL).
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
JD has received irrevocable undertakings from the following
holders or controllers of Footasylum Shares to accept, or procure
the acceptance of, the Offer (or, if (with the consent of
Footasylum and the Panel) JD exercises its right to implement the
Offer by way of a Scheme, but save in relation to the irrevocable
undertaking received from Pentland, vote, or procure votes, in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting) in respect of 68,565,799
Footasylum Shares in aggregate, representing approximately 65.6 per
cent. of the existing issued share capital of Footasylum as at 15
March 2019 (being the last Business Day prior to the date of this
Announcement), comprised as follows:
Name Number of Footasylum Shares Percentage of Footasylum Shares in issue
David Makin 6,270,000 6.00
---------------------------- -----------------------------------------
Clare Nesbitt 7,800,000 7.47
---------------------------- -----------------------------------------
Thomas Makin 7,800,000 7.47
---------------------------- -----------------------------------------
Amy Mason 7,800,000 7.47
---------------------------- -----------------------------------------
The Trustees of the John Wardle 2016
Settlement 36,148,866 34.60
---------------------------- -----------------------------------------
Pentland 2,720,000 2.60
---------------------------- -----------------------------------------
Stephen Robertson 11,933 0.01
---------------------------- -----------------------------------------
Brendan Hynes 15,000 0.01
---------------------------- -----------------------------------------
Total 68,565,799 65.63
---------------------------- -----------------------------------------
Other than Pentland, each of the persons listed above has
irrevocably undertaken to JD that he will accept, or procure
acceptances of, the Offer in respect of all Footasylum Shares held
by him or members of his immediate family, related trusts or
nominee(s) (together with any Footasylum Shares issued after the
date of the undertaking and attributable to, or derived from, such
shares) or, if (with the consent of Footasylum and the Panel) JD
exercises its right to implement the Offer by way of a Scheme, that
he will exercise or, where applicable, procure the exercise of, all
votes (whether on a show of hands or a poll and whether in person
or by proxy) in relation to the Footasylum Shares held by him or
members of his immediate family, related trusts or nominee(s)
(together with any Footasylum Shares issued after the date of the
undertaking and attributable to, or derived from, such shares) at
the Court Meeting and the General Meeting (in each case, including
any adjournment thereof) in favour of the Scheme and the
Resolutions, respectively. These irrevocable commitments extend to
any Footasylum Shares arising from the exercise of Options granted
under the Footasylum Share Schemes.
Pentland has irrevocably undertaken to JD that it will accept,
or procure acceptance of, the Offer in respect of all Footasylum
Shares held by it (together with any Footasylum Shares issued after
the date of the undertaking and attributable to, or derived from,
such shares).
These irrevocable undertakings will only lapse and cease to be
binding if:
-- the Offer Document is not despatched to Footasylum
Shareholders within 28 days (or such longer period as JD and
Footasylum may agree with the consent of the Panel) after the date
of this Announcement;
-- in the event that the Acquisition is implemented by way of
the Scheme, the Scheme Document is not despatched to Footasylum
Shareholders within 28 days of the issue of the press announcement
announcing the change in structure (or such other date for
dispatching the Scheme Document as the Panel may require);
-- JD announces, with the consent of the Panel, that it does not
intend to proceed with the Acquisition and no new, revised or
replacement acquisition is announced by it in accordance with Rule
2.7 of the Code at the same time; or
-- the Offer or Scheme lapses or is withdrawn and no new,
revised or replacement acquisition is announced by JD in accordance
with Rule 2.7 of the Code at the same time.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
Acquisition means the acquisition of the entire issued and to be
issued ordinary share capital of Footasylum (other than the
Footasylum Shares which JD already owns) to be effected pursuant to
the Offer or, if JD so elects and Footasylum and the Panel agree,
by way of a scheme of arrangement of Footasylum under Part 26 of
the Companies Act
AIM means the market of that name which is operated by the
London Stock Exchange
AIM Rules means the AIM Rules for Companies published by the
London Stock Exchange from time to time (including, without
limitation, any guidance notes or statements of practice) which
govern the rules and responsibilities of companies whose shares are
admitted to trading on AIM
Announcement means this announcement of a firm intention to make
the Offer made in accordance with Rule 2.7 of the Code
Authorisations means regulatory authorisations, orders,
recognitions, grants, consents, clearances, confirmations,
certificates, licences, permissions or approvals
Business Day means a day (excluding Saturdays, Sundays and
public holidays) on which banks are generally open for business in
the City of London
Closing Price means the closing middle market quotation of a
Footasylum Share as derived from the AIM Appendix to the London
Stock Exchange Daily Official List (SEDOL)
CMA means the Competition and Markets Authority
Code or City Code means the City Code on Takeovers and Mergers,
as from time to time interpreted by the Panel
Companies Act means the Companies Act 2006, as amended
Conditions means the conditions to the Offer which are set out
in Appendix I to this Announcement
Confidentiality Agreement has the meaning given in paragraph 13
of this Announcement
Co-operation Agreement has the meaning given in paragraph 13 of
this Announcement
Court means the High Court of Justice in England and Wales
Court Meeting means the meeting (or any adjournment,
postponement or reconvention thereof) of the holders of Scheme
Shares (or the relevant class or classes thereof) to be convened by
order of the Court to consider and, if thought fit, approve a
Scheme (with or without modification)
Dealing Disclosure means a dealing disclosure made in accordance
with Rule 8 of the Code
Disclosed means information which has been fairly disclosed:
(a) by Footasylum in its published annual report and accounts
for the period ended 24 February 2018
(b) in any public announcement made by, or on behalf of,
Footasylum prior to the date of this Announcement via a Regulatory
Information Service
(c) in this Announcement or
(d) in writing by or on behalf of Footasylum to JD prior to the date of this Announcement
EBITDA means earnings before interest, tax, depreciation and
amortisation
Enlarged Group means the JD Group following completion of the
Acquisition (which will include the Footasylum Group)
Family Concert Party means David Makin, Clare Nesbitt, Thomas
Makin, Amy Mason and each of: (i) Thomas Makin and John Riches;
(ii) Amy Mason and John Riches; or (iii) Clare Nesbitt and John
Riches acting in their capacity as trustees of the John Wardle 2016
Settlement
FCA means the Financial Conduct Authority
First Closing Date means the date which is 21 days after the
date of posting of the Offer Document
Footasylum means Footasylum plc, a public limited company
incorporated in England and Wales with registered number
05535565
Footasylum Board or Footasylum Directors means the board of
directors of Footasylum
Footasylum Group means Footasylum, its subsidiaries and
subsidiary undertakings
Footasylum Shareholders means the holders of Footasylum
Shares
Footasylum Shares means ordinary shares of GBP0.001 each in the
capital of Footasylum
Footasylum Share Schemes means the Footasylum plc Long Term
Incentive Plan and the Footasylum plc Save As You Earn Scheme
Form of Acceptance means the form of acceptance and authority
relating to the Offer for use by Footasylum Shareholders who hold
their Footasylum Shares in certificated form which will accompany
the Offer Document
FSMA means the Financial Services and Markets Act 2000 (as
amended)
GCA Altium means GCA Altium Limited
General Meeting means a general meeting (or any adjournment,
postponement or reconvention thereof) of Footasylum Shareholders
convened in connection with a Scheme
IFRS means international accounting standards and international
financial reporting standards and interpretations thereof, approved
or published by the International Accounting Standards Board and
adopted by the European Union
JD means JD Sports Fashion plc, a public limited company
incorporated in England and Wales with registered number
01888425
JD Board or JD Directors means the board of directors of JD
JD Group means JD, its subsidiaries and subsidiary
undertakings
Listing Rules means the rules made by the Financial Conduct
Authority under Part VI of FSMA
London Stock Exchange means London Stock Exchange plc
MAR means the EU Market Abuse Regulation (Regulation (EU) No
596/2014)
Nomad means a nominated adviser for the purposes of the AIM
Rules
Offer means the recommended cash offer to be made by JD to
acquire the entire issued and to be issued share capital of
Footasylum (other than the Footasylum Shares which are already
owned by JD) on the terms and subject to the Conditions set out in
this Announcement and to be set out in the Offer Document and (in
respect of Footasylum Shares held in certificated form) in the Form
of Acceptance and, where the context so requires, any subsequent
revision, variation, extension or renewal thereof
Offer Document means the document to be sent to Footasylum
Shareholders containing the terms and Conditions applicable to the
Offer
Offer Period means the period commencing on 18 March 2019 until
whichever of the following dates shall be the later (a) 1.00 p.m.
on the First Closing Date, (b) the date on which the Offer lapses
or is withdrawn or (c) the date on which the Offer becomes, or is
declared, unconditional as to acceptances
Offer Price means 82.5 pence per Footasylum Share
Opening Position Disclosure means an opening position disclosure
made in accordance with Rule 8 of the Code
Option means an option to acquire Footasylum Shares granted
under Footasylum Share Schemes
Overseas Shareholder means a Footasylum Shareholder who is
resident in, located in, subject to tax in or a citizen of a
jurisdiction which is outside the United Kingdom
Panel or Takeover Panel means the Panel on Takeovers and
Mergers
Pentland means RSH Managed Funds Limited, a subsidiary of
Pentland Group plc
Phase 2 Reference means the CMA making a reference to its chair
for the constitution of a group under Schedule 4 to the Enterprise
And Regulatory Reform Act 2013 pursuant to Clause 33 of the
Enterprise Act 2002 (as amended) or a public interest intervention
notice being issued by the Secretary of State for Business,
Innovation and Skills under Section 42(2) of the Enterprise Act
2002 (as amended)
Regulation means Council Regulation (EC) No. 139/2004 of 20
January 2004 on the control of concentrations between
undertakings
Regulatory Information Service means a Regulatory Information
Service that is approved by the FCA and is on the list maintained
by the FCA in LR App 3 to the Listing Rules
Relevant Authority means any government or governmental,
quasi-governmental, supranational, statutory or regulatory body, or
any court, institution, investigative body, association, trade
agency or professional or environmental body or (without prejudice
to any of the foregoing) any other person or body in any
jurisdiction
relevant securities means as the context requires:
(a) Footasylum Shares and other securities of Footasylum carrying voting rights
(b) equity share capital of Footasylum or, as the context requires, JD and
(c) securities of Footasylum or, as the context requires, of JD
carrying conversion or subscription rights into the foregoing
Resolutions means resolutions proposed by Footasylum at a
General Meeting in connection with, amongst other things, the
approval of a Scheme, the amendment of Footasylum's articles of
association in connection with that Scheme and such other matters
as may be necessary to implement that Scheme and the proposed
de-listing and cancellation of the admission to trading of the
Footasylum Shares upon the Scheme becoming effective
Restricted Jurisdiction means any jurisdiction where local laws
or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the Offer
is sent or made available to Footasylum Shareholders in that
jurisdiction
Rothschild & Co means N.M. Rothschild & Sons Limited
Scheme means a scheme of arrangement under Part 26 of the
Companies Act
Scheme Document means a circular to be issued to Footasylum
Shareholders in connection with a Scheme in order to convene the
Court Meeting and the General Meeting to pass certain other
resolutions necessary and/or desirable in connection with such
Scheme
Scheme Shares means the Footasylum Shares:
(a) in issue at the date of the Scheme Document
(b) (if any) issued after the date of the Scheme Document and
prior to the voting record time for the Scheme and
(c) (if any) issued at or after the voting record time for the
Scheme but at or before the record time for the Scheme in respect
of which the original or any subsequent holder thereof is bound by
the Scheme or shall by such time have agreed in writing to be bound
by the Scheme
in each case other than any Footasylum Shares excluded from the
Scheme
UK or United Kingdom means the United Kingdom of Great Britain
and Northern Ireland
Unconditional Date means the date on which the Offer becomes or
is declared wholly unconditional
United States or US means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction
Wider Footasylum Group means Footasylum and its subsidiary
undertakings and associated undertakings and any other undertaking,
partnership, company or joint venture in which Footasylum and/or
such subsidiary or associated undertakings (aggregating their
interests) have a substantial interest
Wider JD Group means JD and its subsidiary undertakings and
associated undertakings and any other undertaking, partnership,
company or joint venture in which JD and/or such subsidiary or
associated undertakings (aggregating their interests) have a
substantial interest
For the purposes of this Announcement:
(a) subsidiary, subsidiary undertaking and undertaking have the
meanings given by the Companies Act and associated undertaking has
the meaning given to it by paragraph 19 of Schedule 6 to the Large
and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, other than paragraph 1(b) thereof (which shall be
excluded for this purpose);
(b) references to time are to London time unless otherwise stated;
(c) references to a gender include the other genders;
(d) references to an enactment include references to that
enactment as amended, replaced, consolidated or re-enacted by or
under any other enactment before or after the date of this
Announcement;
(e) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom;
(f) references to any English legal term shall in respect of any
jurisdiction other than England or in respect of any member of the
JD Group or the Footasylum Group which is incorporated or operating
in a jurisdiction other than England be deemed to include what most
nearly approximates in that jurisdiction to the English legal
term;
(g) references to pounds, pounds sterling, Sterling, GBP, pence,
penny and p are to the lawful currency of the United Kingdom;
and
(h) references to euros, Euros and EUR are to the single
European currency unit referred to in Council Regulation (EC) No.
974/98 of 3 May 1998 on the introduction of the Euro.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPSFSEDWFUSESD
(END) Dow Jones Newswires
March 18, 2019 03:01 ET (07:01 GMT)
Footasylum (LSE:FOOT)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Footasylum (LSE:FOOT)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024