29 Oct 2009 12:57
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 ANNOUNCEMENT MADE BY THE COMPANY ON 12 OCTOBER 2009, UNLESS OTHERWISE DEFINED HEREIN.
29 October 2009
JJB Sports plc
Result of General Meeting
Further to the announcement yesterday of the results of the Firm Placing and Placing and Open Offer, the Board of JJB Sports plc ("JJB" or the "Company") is pleased to announce that each of the Resolutions proposed at the General Meeting held today at 11:00 a.m. to approve the proposed Firm Placing and Placing and Open Offer of, in aggregate, 400,000,000 New Ordinary Shares and other related matters was duly passed without amendment by the required majority on a vote conducted by way of a poll.
Further details of the Resolutions are set out in the combined circular and prospectus published by the Company on 12 October 2009 (the "Prospectus").
The results are as set out in the table below.
| Resolution | For | Against | Withheld | ||
| Number | % | Number | % | Number | |
| 1. | 140,025,339 | 95.32 | 6,875,919 | 4.68 | 778,848 |
| 2. | 145,252,365 | 98.88 | 1,648,893 | 1.12 | 778,848 |
| 3. | 146,824,217 | 99.96 | 56,337 | 0.04 | 799,552 |
Notes:
1. Percentages in table above represent % of votes cast.
2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the
votes 'for' and 'against' a resolution.
In accordance with the UK Listing Authority's Listing Rules, two copies of the Resolutions passed at the General Meeting and two copies of the new Articles of Association have today been submitted to the UK Listing Authority, for publication through the UK Listing Authority's Document Viewing Facility which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. The full text of the Resolutions can also be viewed on the Company's website, www.jjbcorporate.co.uk.
The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and upon Admission.
Application has been made to the UKLA for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 3 November 2009 and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on 3 November 2009.
The New Ordinary Shares, when issued and fully paid, will be identical to and rank in full for all dividends or other distributions declared, made or paid after Admission and in all respects will rank pari passu with the Existing Ordinary Shares.
The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 3 November 2009 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders by no later than 10 November 2009.
| For further information, please contact: | |
| JJB Sports plc | +44 (0) 1942 221 400 |
| Sir David Jones | |
| Lawrence Coppock | |
| Richard Manning | |
| Maitland | +44 (0) 20 7379 5151 |
| (PR adviser) | |
| Neil Bennett | |
| Emma Burdett | |
| Lazard | +44 (0) 20 7187 2000 |
| (Financial adviser and sponsor) | |
| Melanie Gee | |
| Aamir Khan | |
| Panmure Gordon | +44 (0) 20 7459 3600 |
| (Joint broker, bookrunner and underwriter) | |
| Richard Gray | |
| Andrew Potts | |
| Numis | +44 (0) 20 7260 1000 |
| (Joint broker, bookrunner and underwriter) | |
| Heraclis Economides | |
| Mark Lander |
This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, the registered office of the Company at Martland Park, Challenge Way, Wigan, Lancashire, WN5 0LD and on the Company's corporate website at www.jjbcorporate.co.uk. The Prospectus is 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 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 New 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 New 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 New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New 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 New 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 New 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 New 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 of 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, Panmure Gordon and Numis, 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 will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising 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, none of Lazard, Panmure Gordon and Numis accepts 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 New Ordinary Shares or the Capital Raising, 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. Each of Lazard, Panmure Gordon and Numis accordingly 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.