27 Apr 2012 15:51
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.
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE CIRCULAR PUBLISHED BY THE COMPANY ON 4 APRIL 2012, UNLESS OTHERWISE DEFINED HEREIN.
27 April 2012
JJB Sports plc
Completion of strategic investment, admission of New Ordinary Shares and issue of Convertible Loan Notes
Further to the announcement by the Company on 26 April 2012 confirming the results of the General Meeting, the Board of JJB Sports plc ("JJB" or the "Company") can now confirm that the strategic investment announced on 4 April 2012 and approved by shareholders on 26 April 2012 has been completed and that 112,500,000 New Ordinary Shares have today been admitted to trading on AIM. Unconditional dealings in the New Ordinary Shares on AIM commenced at 8.00 a.m. this morning.
Following completion of the strategic investment and related matters, the Company has 405,812,703 Ordinary Shares in issue comprising 293,312,703 Ordinary Shares representing Ordinary Shares in issue prior to the strategic investment and 112,500,000 New Ordinary Shares issued in connection with the exercise of the 2011 Warrants and the subscription for the Subscription Shares. As a result, 22,712,894 warrants issued on 24 February 2011 have today been cancelled.
Pursuant to AIM Rule 17, the Company confirms that Dick's Sporting Goods, Inc ("Dick's") is now a significant shareholder of the Company. In connection with the strategic investment, Dick's subscribed £1.25 million in aggregate for New Ordinary Shares at 10 pence per share (resulting in Dick's holding 12,500,000 Ordinary Shares and being interested in approximately 3.1% of the Company's issued ordinary share capital).
The Company can also confirm that it has today issued junior secured convertible loan notes in an aggregate principal amount of £18.75 million to Dick's, as constituted in the manner set out in a Convertible Loan Note Instrument which was today executed by the Company, the key terms of which were set out in the Circular.
In addition, the Company has today entered into a Relationship Agreement with Dick's, the key terms of which were set out in the Circular. Under the terms of the Relationship Agreement, Dick's has the right to appoint one representative non-executive director to the Board for so long as it holds any unconverted Convertible Loan Notes or two representative non-executive directors to the Board for so long as it holds at least 10% of the issued ordinary share capital of the Company from time to time. In addition to these rights, Dick's will also be entitled to appoint two Board observers (or one Board observer for such time as Dick's has at least one non-executive director on the Board). As at the date of this announcement, the Company has not received a notice to appoint either a non-executive director or a Board observer.
For further information, please contact:
JJB Sports plc 01942 22 1400
Keith Jones
Dave Williams
KPMG 020 7311 1000
David McCorquodale
Alex Hartley
Numis 020 7260 1000
Heraclis Economides
Richard Thomas
Maitland 020 7379 5151
Neil Bennett
Emma Burdett
Important Notice
A copy of this announcement can also be viewed on the JJB corporate website, www.jjbcorporate.co.uk. Neither the content of the JJB corporate website nor any website accessible by hyperlinks on the JJB corporate website is incorporated in, or forms part of, this announcement.
Numis Securities Limited is authorised and regulated by the Financial Services Authority in the United Kingdom and is acting as nominated adviser to the Company and no one else in relation to the matters referred to in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the same.
KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as joint financial adviser in relation to the matters referred to in this announcement and is not, and will not be, acting for any other person in relation to the same. KPMG LLP is not, and will not be, responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to any matters referred to in this announcement.
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 securities. 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.
The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "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, in or into the United States absent registration under, or an applicable exemption from the registration requirements of, the 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 securities referred to in this announcement in the United States.
Certain statements made in this announcement constitute forward-looking statements. Forward looking statements can be identified by the use of words such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions and relate to, among other things, the performance of the business of JJB in the near to medium term, the business strategy of JJB and its plans and objectives for future operations. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. Factors that might cause forward looking statements to differ materially from actual results, include among other things, general economic conditions in the United Kingdom. These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to compliance with applicable law, JJB assumes no responsibility or obligation to update publicly or review any of the forward-looking statements.