JJB.L Regulatory News (JJB)

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, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA AND THE UNITED ARAB EMIRATES 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. 

ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 2 FEBRUARY 2011, UNLESS OTHERWISE DEFINED HEREIN.

25 February 2011

JJB Sports plc

Completion of Capital Raising and Revised Rule 2.10 Announcement

Further to the announcement by JJB Sports plc ("JJB" or the "Company") on 21 February 2011 confirming the admission of the Placing and Open Offer Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, the Company has now entered into the Relationship Agreements and issued the Warrants to the Firm Placees.

On 24 February 2011, the Company entered into separate Relationship Agreements with each of Harris Associates and Crystal Amber, the key terms of which were set out in the Prospectus. Under the terms of the Relationship Agreements, each of Harris Associates and Crystal Amber have the right to appoint a non-executive director to the Board. As at the date of this announcement, the Company has not received a notice to appoint a non-executive director from either Harris Associates or Crystal Amber.

In addition, on 24 February 2011 the Company entered into a Warrant Instrument, the terms of which were set out in the Prospectus. Pursuant to the terms of the Warrant Instrument, the Company has issued a total of 24,719,891 Warrants to the Firm Placees, pro-rata to their binding commitments in the Capital Raising, to subscribe for further new ordinary shares of 1 penny each, equal to approximately 19.1% of the issued share capital of the Company.

The Company confirms that the Warrants have been allocated to the Firm Placees as follows:

·; 9,338,626 Warrants for Harris Associates LP (representing 7.23% of the existing issued share capital of the Company);

·; 3,531,413 Warrants for Crystal Amber Fund Limited (representing 2.73% of the existing issued share capital of the Company);

·; 1,177,137 Warrants for Bill & Melinda Gates Foundation Trust (representing 0.91% of the existing issued share capital of the Company);

·; 1,569,517 Warrants for GoldenPeaks Capital (representing 1.21% of the existing issued share capital of the Company); and

·; 9,103,198 Warrants for Invesco Asset Management Limited (representing 7.04% of the existing issued share capital of the Company).

The Warrants are not publicly listed or traded and therefore do not have an ISIN.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company announces that as at 25 February 2011, the Company's issued share capital consists of 129,243,186 ordinary shares of 1 penny 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 129,243,186.

As at 25 February 2011, the Company had issued 1,128,743 warrants to subscribe for ordinary shares of 1 penny at a subscription price of 309 pence for each new share to Uberior Trading Limited (an affiliate of Bank of Scotland plc) and 24,719,891 warrants to subscribe for ordinary shares of 1 penny at a subscription price of 50 pence to the Firm Placees.

The International Securities Identification Number ("ISIN") for the ordinary shares is GB00B646JG43. The deferred shares and the warrants held by Uberior Trading Limited and by the Firm Placees are not publicly 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.

A copy of this announcement will be available on the JJB corporate website at www.jjbcorporate.co.uk.

Important Notice

This announcement should be read in conjunction with the full text of the Prospectus as supplemented by the supplementary prospectus published by the company on 11 February 2011 (the "Supplementary Prospectus"). Copies of the Prospectus and the Supplementary Prospectus are available for inspection at the registered office of the Company at Martland Park, Challenge Way, Wigan, Lancashire, WN5 0LD, on the National Storage Mechanism website at www.hemscott.com/nsm.do and on the Company's corporate website at www.jjbcorporate.co.uk. The Prospectus and the Supplementary Prospectus are also available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the offices of Herbert Smith LLP at Primrose Street, Exchange Square, London, EC2A 2HS.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus, the Supplementary Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand, Switzerland, South Africa and the United Arab Emirates.

No action has been taken by the Company or any other person that would permit an offer of the Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. 

There will be no public offer of the Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares in the United States. The Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares or the accuracy or adequacy of the Application Form or this document. Any representation to the contrary is a criminal offence in the US.

The Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares in Australia, Canada, Japan, New Zealand, Switzerland, South Africa and the United Arab Emirates.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or any of the Banks. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information contained in it is correct at any subsequent date.

Lazard, who are authorised and regulated in the UK by the Financial Services Authority, are acting for the Company and no one else in connection with the Capital Raising and Capital Reorganisation and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and Capital Reorganisation and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard by the Financial Services and Markets Act 2000, Lazard does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing and Open Offer Shares and/or the New Ordinary Shares and/or the Consolidated Ordinary Shares or the Capital Raising and Capital Reorganisation, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Accordingly Lazard disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.