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JJB Sports PLC (JJB)

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Thursday 30 August, 2012

JJB Sports PLC

Commencement of Formal Sale Process

RNS Number : 0689L
JJB Sports PLC
30 August 2012
 



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.

 

30 August 2012

 

JJB Sports plc

 

("JJB" or the "Company")

 

Commencement of Formal Sale Process

 

 

On 19 July 2012, the Company announced that the deterioration in trading and the continuing poor macroeconomic environment was likely to accelerate the timing of additional funding required by the Company and that the level of headroom on its working capital facilities and financial covenants would be significantly reduced in the short and medium term. The Company also stated that in response to these issues it was in discussions with its strategic partners. Since the date of this announcement, in the six weeks ended 26 August 2012, like for like sales have decreased by 3.3% and like for like cash margin has decreased by 9.5%.

 

The Company has continued its discussions with its strategic partners regarding a further capital raising and restructuring of its store portfolio to facilitate the turnaround of the group's trading performance. However, following these discussions, the Directors do not believe that the Company will be able to raise the level of funds required to implement the turnaround. As a result, the Board has decided to conduct a formal sale process of the Company and now wishes to invite offers to support further investment in the Company, which may result in a sale of the Company or its assets.

 

The Company proposes to conduct the formal sale process through its adviser, KPMG LLP, who should be contacted by any interested parties (see contact details below). There can be no certainty that a proposal will be forthcoming or that an offer will be made for the Company or as to the level of any proposal or offer that may be made.

 

As at 28 August 2012 net bank debt was £16.5 million. In addition, the Company has £18.75 million of Convertible Loan Notes outstanding and has also drawn down £1.1m under the trade loan facility (details of which are set out in the Shareholder Circular published by the Company on 4 April 2012).  Given the level of current debt within the Company, there can be no assurance that any proposal or offer that may be made would attribute value to the ordinary shares of the Company.  The Board will update the market as to the status of the process in due course.

 

As announced by the Company on 9 July 2012, Bob Corliss will assume the role of Chairman with effect from 1 September 2012 and lead the Company through the sale process. Mike McTighe will stay on the board of directors as a Non-Executive Director until the conclusion of the sale process.

 

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code (the "Code") such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.

 

Following this announcement, the Company is now considered to be in an 'offer period' as defined in the Code, and the dealing disclosure requirements listed below will apply.

 

 

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


 

 

 

 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.

 

Disclosure in accordance with Rule 2.10 of the Takeover Code

 

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Takeover Code"), the Company announces that, as at 29 August 2012, the issued share capital of the Company consists of 405,812,703 ordinary shares of 1 pence 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 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.

 

The International Securities Identification Number ("ISIN") for the ordinary shares is GB00B646JG43. The deferred shares and the convertible loan notes are not 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.

 

 


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