31 Aug 2012 10:10
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.
31 August 2012
JJB Sports plc
("JJB" or the "Company")
Updated Rule 2.10 announcement - Relevant securities in issue
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Takeover Code"), the Company announces that, as at close of business on 29 August 2012, the issued share capital of the Company comprised 405,812,703 ordinary shares of 1 pence each with 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 £18.75 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.
As at 29 August 2012, the Company had issued 1,128,743 warrants to subscribe for ordinary shares at a subscription price of 309 pence per ordinary share and 437,480 warrants to subscribe for ordinary shares, 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 convertible loan notes and the warrants are not listed or traded and therefore do not have an ISIN.
For further information, please contact: | |
JJB Sports plc | +44 (0) 1942 22 1400 |
Dave Williams | |
KPMG (Adviser) | +44 (0) 20 7311 1000 |
David McCorquodale | |
Robert Baxter | |
Maitland | +44 (0) 20 7379 5151 |
Neil Bennett | |
Daniel Yea | |
Numis Securities (Nominated Adviser) | +44 (0) 20 7260 1000 |
Heraclis Economides | |
Richard Thomas |
The directors of the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors of JJB (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
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.
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.