NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 APRIL 2019
RECOMMENDED CASH OFFER
JD SPORTS FASHION PLC
OFFER UPDATE, NOTICE OF CANCELLATION OF ADMISSION, BOARD AND OTHER CHANGES
Offer unconditional in all respects
The Footasylum Board notes the announcement released by JD Sports Fashion plc ("JD") earlier today stating, inter alia, that its recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Footasylum (other than the Footasylum Shares which JD already owns) (the "Offer") was unconditional in all respects.
JD announced that at 3.00 p.m. (London time) on 11 April 2019, it had received valid acceptances of the Offer in respect of a total of 78,176,481 Footasylum Shares, representing approximately 74.8 per cent. of the issued Footasylum Shares and includes acceptances in respect of a total of 75,456,481 Footasylum Shares representing approximately 91.8 per cent. of the Footasylum Shares to which the Offer relates. Therefore, together with the 19,579,964 Footasylum Shares already held by JD, JD has acquired or has agreed to acquire, in aggregate 97,756,445 Footasylum Shares representing approximately 93.6 per cent. of the issued Footasylum Shares.
The Offer remains open for acceptances until further notice and not less than 14 calendar days' notice will be given in respect of closure of the Offer. The Footasylum Board, who have been so advised by GCA Altium as to the financial terms of the Offer, continue to recommend unanimously that Footasylum Shareholders, who have not yet done so, accept the Offer. Full details of how to accept the Offer are set out in the Offer Document and, in respect of Footasylum Shares held in certificated form, in the Form of Acceptance, both of which are available at https://investors.footasylum.com/disclaimer-recommended-cash-offer
Compulsory acquisition of remaining Footasylum Shares
As JD has received acceptances under the Offer in respect of not less than 90 per cent. of the Footasylum Shares by nominal value and voting rights to which the Offer relates, it intends to exercise its rights pursuant to Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the Footasylum Shares in respect of which it has not received acceptances.
Cancellation of the admission to trading of the Footasylum Shares on AIM
The Footasylum Board also notes that JD, having acquired, or agreed to acquire, Footasylum Shares representing at least 75 per cent. of the voting rights attached to Footasylum Shares (and as contemplated in the Offer Document), has confirmed it will procure the making of an application by Footasylum for the cancellation of the trading in Footasylum Shares on AIM (the "Cancellation").
Footasylum, through its nominated adviser GCA Altium, has, at the request of JD, notified the London Stock Exchange of the Cancellation. Given the Offer has been declared unconditional in all respects at an aggregate shareholding level more than 75 per cent., the Cancellation will not require, and therefore will not be conditional on, the consent of Footasylum Shareholders in general meeting.
Footasylum expects the following timetable will apply for the Cancellation:
Last day of dealings in Footasylum Shares
15 May 2019
Cancellation to become effective
7.00 a.m. on 16 May 2019
The Cancellation will significantly reduce the liquidity and marketability of the Footasylum Shares as there will no longer be a public platform upon which to trade them. Footasylum Shareholders who have not accepted the Offer at such time would then hold a minority shareholding in an unquoted company with very limited liquidity.
Issue of new Footasylum Shares
Pursuant to the exercise of awards under the Footasylum plc Long Term Incentive Plan (the "LTIP") in accordance with proposals made by JD under Rule 15 of the Code in conjunction with the Offer, the Footasylum Board has today issued and allotted, in aggregate, 4,238,961 new Footasylum Shares (the "LTIP Shares"). This total includes LTIP Shares issued to PDMRs as follows:
No. of LTIP Shares
Chief Financial Officer
Buying and Merchandising Director (Non-Board)
Application has been made for the LTIP Shares to be admitted to trading on AIM ("Admission"). On Admission, which is expected to take place at 8.00 a.m. on 18 April 2019, the LTIP Shares will rank pari passu in all respects with the Footasylum Shares currently in issue. On Admission, there will be 108,713,351 Footasylum Shares in issue and admitted to trading on AIM under ISIN reference GB00BYPHD607. There are no Footasylum Shares held in treasury.
All of the LTIP Shares have been assented to the Offer.
Board and other changes
As a consequence of the Offer being declared wholly unconditional:
· each of Stephen Robertson and Brendan Hynes, the Non-Executive Directors of Footasylum, have resigned from the Footasylum Board with immediate effect;
· the accounting reference date of Footasylum has been changed to 31 January, therefore the current accounting reference period which would otherwise end on 29 February 2020 will be shortened to end on 31 January 2020; and
· the registered office of Footasylum has been changed to Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire BL9 8RR.
Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document dated 22 March 2019.
Barry Bown (Executive Chairman)
Clare Nesbitt (Chief Executive)
+44 (0) 1706 714 299
GCA Altium Limited (Financial Adviser and Nomad to Footasylum)
+44 (0) 20 7484 4040
+44 (0) 20 7250 1446
GCA Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Footasylum as financial adviser and Nomad and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Footasylum for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the subject matter of this Announcement.
This Announcement is for information purposes only. It is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Footasylum Shareholders are advised to read the formal documentation in relation to the Offer carefully.
This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
The distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Footasylum Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Footasylum Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Footasylum Shareholders will be contained in the Offer Document.
The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Notice to US holders of Footasylum Shares
The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the AIM Rules. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The Offer will be made for the securities of a company incorporated in England whose ordinary shares are admitted to trading on AIM. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on both JD and Footasylum included in the Offer Document has been prepared in accordance with IFRS, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of cash pursuant to the Offer by a US holder of Footasylum Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Footasylum Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
The Offer, if required to be made, will be made in the United States by JD and no one else.
It may be difficult for US holders of Footasylum Shares to enforce their rights and any claim arising out of US federal securities laws since JD and Footasylum are both incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of JD and Footasylum are located outside the United States. US holders of Footasylum Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
This Announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the Exchange Act), or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer or passed comment upon the adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence in the United States.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, JD or its nominees or brokers (acting as agents) or its affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Footasylum, other than pursuant to the Offer, at any time prior to completion of the Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the AIM Rules, and MAR to the extent applicable. No purchases will be made outside of the Offer in the United States by or on behalf of JD. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
This Announcement may contain certain forward-looking statements with respect to JD, the JD Group, Footasylum and/or the Footasylum Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, will, may, should, would, could or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the JD Group or the Footasylum Group and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in, or implied by, such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to JD, the JD Group, Footasylum and/or the Footasylum Group or any person acting on their behalf (respectively) are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. JD, the JD Group, Footasylum and/or the Footasylum Group assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Publication on website
A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Footasylum's website at https://investors.footasylum.com/disclaimer-recommended-cash-offer by no later than noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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