TIDMJJB
RNS Number : 0689L
JJB Sports PLC
30 August 2012
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN AND SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED
TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR
REGULATIONS.
30 August 2012
JJB Sports plc
("JJB" or the "Company")
Commencement of Formal Sale Process
On 19 July 2012, the Company announced that the deterioration in
trading and the continuing poor macroeconomic environment was
likely to accelerate the timing of additional funding required by
the Company and that the level of headroom on its working capital
facilities and financial covenants would be significantly reduced
in the short and medium term. The Company also stated that in
response to these issues it was in discussions with its strategic
partners. Since the date of this announcement, in the six weeks
ended 26 August 2012, like for like sales have decreased by 3.3%
and like for like cash margin has decreased by 9.5%.
The Company has continued its discussions with its strategic
partners regarding a further capital raising and restructuring of
its store portfolio to facilitate the turnaround of the group's
trading performance. However, following these discussions, the
Directors do not believe that the Company will be able to raise the
level of funds required to implement the turnaround. As a result,
the Board has decided to conduct a formal sale process of the
Company and now wishes to invite offers to support further
investment in the Company, which may result in a sale of the
Company or its assets.
The Company proposes to conduct the formal sale process through
its adviser, KPMG LLP, who should be contacted by any interested
parties (see contact details below). There can be no certainty that
a proposal will be forthcoming or that an offer will be made for
the Company or as to the level of any proposal or offer that may be
made.
As at 28 August 2012 net bank debt was GBP16.5 million. In
addition, the Company has GBP18.75 million of Convertible Loan
Notes outstanding and has also drawn down GBP1.1m under the trade
loan facility (details of which are set out in the Shareholder
Circular published by the Company on 4 April 2012). Given the level
of current debt within the Company, there can be no assurance that
any proposal or offer that may be made would attribute value to the
ordinary shares of the Company. The Board will update the market as
to the status of the process in due course.
As announced by the Company on 9 July 2012, Bob Corliss will
assume the role of Chairman with effect from 1 September 2012 and
lead the Company through the sale process. Mike McTighe will stay
on the board of directors as a Non-Executive Director until the
conclusion of the sale process.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code (the "Code") such that any interested party participating in
the formal sale process will not be required to be publicly
identified as a result of this announcement (subject to note 3 to
Rule 2.2 of the Code) and will not be subject to the 28 day
deadline referred to in Rule 2.6(a), for so long as it is
participating in the formal sale process. Interested parties should
note Rule 21.2 of the Code, which will prohibit any form of
inducement fee or other offer-related arrangement, and that the
Company has not requested any dispensation from this prohibition
under Note 2 of Rule 21.2 at this stage.
Following this announcement, the Company is now considered to be
in an 'offer period' as defined in the Code, and the dealing
disclosure requirements listed below will apply.
For further information,
please contact:
+44 (0) 1942 22
JJB Sports plc 1400
Dave Williams
+44 (0) 20 7311
KPMG (Adviser) 1000
David McCorquodale
Robert Baxter
+44 (0) 20 7379
Maitland 5151
Neil Bennett
Daniel Yea
Numis Securities (Nominated +44 (0) 20 7260
Adviser) 1000
Heraclis Economides
Richard Thomas
A copy of the announcement will appear on the Company's
corporate website, www.jjbcorporate.co.uk. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Disclosure in accordance with Rule 2.10 of the Takeover Code
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Takeover Code"), the Company announces that, as at 29
August 2012, the issued share capital of the Company consists of
405,812,703 ordinary shares of 1 pence each with voting rights and
65,083,186 deferred shares of 49 pence each with no voting rights.
The Company currently holds no ordinary shares or deferred shares
in treasury. Therefore, the total number of voting rights in the
Company is 405,812,703.
As at 29 August 2012, Convertible Loan Notes in the aggregate
principal amount of GBP18.75 million were outstanding. These
convertible loan notes are convertible into ordinary shares of 1
pence each on the terms of a Convertible Loan Note Instrument dated
27 April 2012, the key terms of which were set out in the
Shareholder Circular published by the Company on 4 April 2012.
The International Securities Identification Number ("ISIN") for
the ordinary shares is GB00B646JG43. The deferred shares and the
convertible loan notes are not listed or traded and therefore do
not have an ISIN.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of JJB or of any
paper 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 paper 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) JJB and (ii) any paper
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
paper offeror is first identified. Relevant persons who deal in the
relevant securities of JJB or of a paper 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% or more of any class of relevant securities of JJB
or of any paper offeror must make a Dealing Disclosure if the
person deals in any relevant securities of JJB or of any paper
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) JJB
and (ii) any paper offeror, 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 JJB or a paper 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 JJB and by any
offeror and Dealing Disclosures must also be made by JJB, 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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