TIDMJD. TIDMFOOT
RNS Number : 8636W
JD Sports Fashion Plc
23 April 2019
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
FOR IMMEDIATE RELEASE
23 April 2019
Recommended Cash Offer For Footasylum plc by JD Sports Fashion
plc
Compulsory Acquisition of Footasylum Shares
Introduction
On 12 April 2019, JD Sports Fashion plc (JD) announced that its
offer for the whole of the issued and to be issued ordinary share
capital of Footasylum (other than the Footasylum Shares which JD
already owns) (Offer) was wholly unconditional.
Compulsory acquisition
Further to its announcement on 12 April 2019 regarding its
intention to implement the compulsory acquisition procedure under
Chapter 3 of Part 28 of the Companies Act 2006 (the Act), JD
announces the despatch today of formal compulsory acquisition
notices under Section 979 of the Act (the Compulsory Acquisition
Notices) to Footasylum Shareholders who have not yet accepted the
Offer. These notices set out JD's intention to apply the provisions
of Section 979 of the Act to acquire compulsorily any remaining
Footasylum Shares in respect of which the Offer has not been
accepted on the same terms as the Offer. The transfer of Footasylum
Shares in accordance with the Compulsory Acquisition Notices will
take place on 5 June 2019, being the day after the date which is
six weeks from the date of the Compulsory Acquisition Notices.
Unless any of the Footasylum Shareholders who have not accepted
the Offer apply to the court and the court orders otherwise, on the
expiry of six weeks from the date of the Compulsory Acquisition
Notices, the Footasylum Shares held by those Footasylum
Shareholders who have not accepted the Offer will be acquired
compulsorily by JD on 5 June 2019 on the same terms as the Offer.
The consideration to which those Footasylum Shareholders will be
entitled will be held by Footasylum as trustee on behalf of those
Footasylum Shareholders and they will be requested to claim their
consideration by writing to Footasylum at the end of the six-week
period.
Procedure for acceptance of the Offer
Footasylum Shareholders who have not accepted the Offer are
urged to do so as soon as possible.
To accept the Offer in respect of certificated Footasylum
Shares, the Form of Acceptance should be completed, signed and
returned to the Receiving Agent as soon as possible.
To accept the Offer in respect of uncertificated Footasylum
Shares, acceptances should be made electronically through CREST so
that the TTE instruction settles as soon as possible. If you are a
CREST sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
Full details on how to accept the Offer are set out in the Offer
Document and the Form of Acceptance. The Offer Document is
available, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on on JD's website at
www.jdplc.com/investor-relations.aspx and on Footasylum's website
at https://investors.footasylum.com/investor-relations/offer-page.
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.
Settlement
Settlement of the consideration to which any Footasylum
Shareholder is entitled under the Offer will be dispatched to
validly accepting Footasylum Shareholders (i) in the case of
acceptances received, valid and complete in all respects, within 14
days of the date of this announcement or (ii) in the case of
acceptances received, valid and complete in all respects, after the
date of this announcement, within 14 days of such receipt, in the
manner described in the Offer Document.
Non-assenting Footasylum Shareholders who do not accept the
Offer will not receive payment until after the compulsory
acquisition has been implemented.
Shareholder helpline
If you have any questions relating to the procedure for
acceptance of the Offer, please contact the Receiving Agent,
Equiniti, on 0333 207 6379 (when telephoning from inside the UK) or
on +44 121 415 0951 (when telephoning from outside the UK). Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8.30
a.m. and 5.30 p.m. London time from Monday to Friday excluding
public holidays in England and Wales. Please note that Equiniti
cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice. Calls may be recorded and monitored
for security and training purposes. If you are a CREST sponsored
member, you should contact your CREST sponsor before taking any
action. Further Forms of Acceptance are available from the
Receiving Agent upon request.
Capitalised terms used in this announcement shall have the
meanings respectively given to them in the Offer Document.
Enquiries:
JD
Peter Cowgill +44 (0) 161 767 1000
Neil Greenhalgh +44 (0) 161 767 1000
Rothschild & Co (Financial Adviser to JD)
Andrew Thomas +44 (0) 161 827 3800
Jason Loucopoulos +44 (0) 161 827 3800
Footasylum
Barry Brown +44 (0) 1706 714 299
Clare Nesbitt +44 (0) 1706 714 299
GCA Altium Limited (Rule 3 Adviser, Financial Adviser
and Nomad to Footasylum)
Phil Adams +44 (0) 20 7484 4040
Sam Fuller +44 (0) 20 7484 4040
Tim Richardson +44 (0) 20 7484 4040
MHP Communications (PR adviser to JD)
Andrew Jaques +44 (0) 20 3128 8788
Giles Robinson +44 (0) 20 3128 8788
Powerscourt (PR adviser to Footasylum)
Rob Greening +44 (0) 20 7250 1446
Isabelle Saber +44 (0) 20 7324 0494
Important notices relating to financial advisers
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for JD and no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than JD for providing the protections afforded to clients of
Rothschild & Co or for providing advice in relation to the
subject matter of this announcement.
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.
Further information
This announcement 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 is 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.
Overseas jurisdictions
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 is 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 will be 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 has been 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.
Forward-looking statements
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.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for JD or Footasylum, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for JD or
Footasylum, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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) the offeree company and (ii) any
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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) the offeree company and (ii) any securities exchange
offeror(s), 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 an offeree company or a
securities exchange 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 the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Footasylum Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Footasylum Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Footasylum may be provided to JD during the
Offer Period as required under Section 4 of Appendix 4 to the
Code.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on JD's website at
www.jdplc.com/investor-relations.aspx and on Footasylum's website
at https://investors.footasylum.com/investor-relations/offer-page
by no later than noon (London time) 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.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Siobhan Mawdsley at JD on siobhan.mawdsley@jdplc.com or
+44 (0) 161 767 1000. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Offer should
be in hard copy form.
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 rns@lseg.com or visit www.rns.com.
END
OUPCKNDPABKDAQB
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April 23, 2019 13:00 ET (17:00 GMT)
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