Last checked at 28 Nov 2019 11:03
28 November 2019
JD Sports Fashion Plc (the "Group")
The Group has received the following notifications from the Pentland Group of Companies following an internal reorganisation. The ultimate beneficial ownership of the Pentland Group of Companies remains unchanged.
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
| ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | JD Sports Fashion plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
| |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights |
| |||||
An acquisition or disposal of financial instruments |
| |||||
An event changing the breakdown of voting rights |
| |||||
Other (please specify)iii: Internal reorganisation of shareholder's group | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Pentland Group Limited (formerly Pentland Group plc) | |||||
City and country of registered office (if applicable) | London, England. | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name |
| |||||
City and country of registered office (if applicable) |
| |||||
5. Date on which the threshold was crossed or reachedvi: | 27th November 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 28th November 2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | ||
Resulting situation on the date on which threshold was crossed or reached | 51%
|
| 51%
| 973,233,160
| ||
Position of previous notification (if applicable) | 57.4656%
|
| 57.4656%
|
| ||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BYX91H57 | 496,348,912
|
| 51.0% |
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|
|
|
| |||||
|
|
|
|
| |||||
SUBTOTAL 8. A | 496,348,912
| 51.0% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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|
|
|
| |||||
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|
|
|
| |||||
|
|
|
|
| |||||
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| SUBTOTAL 8. B 1 |
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| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
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|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
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| SUBTOTAL 8.B.2 |
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| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
| |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Pentland Group Limited | 57.4656% |
| 57.4656% | |
Pentland Industries International DAC | 57.4656% |
| 57.4656% | |
Pentland UK Holdings | 51.0% |
| 51.0% | |
Pentland Group Limited (formerly Pentland Group plc) | 51.0% |
| 51.0% | |
|
|
|
| |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
| |||
The number and % of voting rights held |
| |||
The date until which the voting rights will be held |
| |||
| ||||
11. Additional informationxvi | ||||
Partial disposal of interests to another group company in connection with a reorganisation of the Pentland group of companies. | ||||
Place of completion | London |
Date of completion | 27th November 2019 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
| ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | JD Sports Fashion plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
| |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights |
| |||||
An acquisition or disposal of financial instruments |
| |||||
An event changing the breakdown of voting rights |
| |||||
Other (please specify)iii: Internal reorganisation of shareholder's group | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Pentland UK Holdings | |||||
City and country of registered office (if applicable) | London, England. | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Pentland Group Limited (formerly Pentland Group plc) | |||||
City and country of registered office (if applicable) | London,England. | |||||
5. Date on which the threshold was crossed or reachedvi: | 27th November 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 28th November 2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | ||
Resulting situation on the date on which threshold was crossed or reached | 51%
|
| 51%
| 973,233,160
| ||
Position of previous notification (if applicable) |
|
|
|
| ||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BYX91H57 |
| 496,348,912 |
| 51.0% | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
SUBTOTAL 8. A | 496,348,912
| 51.0% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
| SUBTOTAL 8. B 1 |
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| |||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
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| SUBTOTAL 8.B.2 |
|
| ||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
| |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) |
| |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Pentland Group Limited | 57.4656% |
| 57.4656% | |
Pentland Industries International DAC | 57.4656% |
| 57.4656% | |
Pentland UK Holdings | 51.0% |
| 51.0% | |
Pentland Group Limited (formerly Pentland Group Plc) | 51% |
| 51% | |
|
|
|
| |
| ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
| |||
The number and % of voting rights held |
| |||
The date until which the voting rights will be held |
| |||
| ||||
11. Additional informationxvi | ||||
Acquisition of interests arising from a reorganisation of the Pentland group of companies. | ||||
Place of completion | London |
Date of completion | 27th November 2019 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
| ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | JD Sports Fashion plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
| |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights |
| |||||
An acquisition or disposal of financial instruments |
| |||||
An event changing the breakdown of voting rights |
| |||||
Other (please specify)iii: Internal reorganisation of shareholder's group | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Pentland Industries International DAC | |||||
City and country of registered office (if applicable) | Dublin, Republic of Ireland | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name |
| |||||
City and country of registered office (if applicable) |
| |||||
5. Date on which the threshold was crossed or reachedvi: | 27th November 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 28th November 2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | ||
Resulting situation on the date on which threshold was crossed or reached | 57.4656%
|
| 57.4656% | 973,233,160
| ||
Position of previous notification (if applicable) |
|
|
|
| ||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BYX91H57 |
62,925,528
| 496,348,912 | 6.4656% | 51.0% | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
SUBTOTAL 8. A |
559,274,440
| 57.4656% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
| SUBTOTAL 8. B 1 |
|
| |||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
| SUBTOTAL 8.B.2 |
|
| ||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
| |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) |
| |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Pentland Group Limited | 57.4656% |
| 57.4656% | |
Pentland Industries International DAC | 57.4656% |
| 57.4656% | |
Pentland Holdings UK | 51% |
| 51% | |
Pentland Group Limited (formerly Pentland Group Plc) | 51% |
| 51% | |
|
|
|
| |
| ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
| |||
The number and % of voting rights held |
| |||
The date until which the voting rights will be held |
| |||
| ||||
11. Additional informationxvi | ||||
Acquisition of interests arising from a reorganisation of the Pentland group of companies. | ||||
Place of completion | Dublin |
Date of completion | 27th November 2019 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
| ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | JD Sports Fashion plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
| |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights |
| |||||
An acquisition or disposal of financial instruments |
| |||||
An event changing the breakdown of voting rights |
| |||||
Other (please specify)iii: Internal reorganisation of shareholder's group | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Pentland Group Limited | |||||
City and country of registered office (if applicable) | St. Helier, Jersey | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Pentland Industries International DAC - 62,925,528 shares. Pentland Group Limited (formerly Pentland Group Plc) - 496,348,912 | |||||
City and country of registered office (if applicable) | Pentland Industries International DAC - Dublin, Ireland Pentland Group Limited - London, England | |||||
5. Date on which the threshold was crossed or reachedvi: | 27th November 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 28th November 2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | ||
Resulting situation on the date on which threshold was crossed or reached | 57.4656% |
| 57.4656% | 973,233,160
| ||
Position of previous notification (if applicable) |
|
|
|
| ||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BYX91H57 |
| 559,274,440 |
| 57.4656% | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
SUBTOTAL 8. A |
559,274,440
| 57.4656% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
| SUBTOTAL 8. B 1 |
|
| |||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
| SUBTOTAL 8.B.2 |
|
| ||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
| |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Pentland Group Limited | 57.4656% |
| 57.4656% | |
Pentland Industries International Designated Activity Company | 57.4656% |
| 57.4656% | |
Pentland UK Holdings | 51% |
| 51% | |
Pentland Group Limited (formerly Pentland Group plc) | 51% |
| 51% | |
|
|
|
| |
| ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
| |||
The number and % of voting rights held |
| |||
The date until which the voting rights will be held |
| |||
| ||||
11. Additional informationxvi | ||||
Acquisition of interests arising from a reorganisation of the Pentland group of companies. | ||||
Place of completion | Ireland |
Date of completion | 27th November 2019 |