TIDMJD.
RNS Number : 9378N
JD Sports Fashion Plc
04 February 2021
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, ARE RESTRICTED AND
ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN JD SPORTS FASHION PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF JD SPORTS
FASHION PLC.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR") and the retained UK law version of Market Abuse Regulation
(Regulation 596/2014/EU) pursuant to the Market Abuse (Amendment)
(EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR"), and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR and UK MAR . IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY
MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
For immediate release
4 February 2021
JD Sports Fashion plc
Results of Placing and Total Voting Rights
JD Sports Fashion plc ("JD Sports", the "Company" or the
"Group") is pleased to announce the successful completion of the
placing of new ordinary shares in the capital of the Company
announced yesterday (the "Placing").
A total of 58,393,989 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by Investec Bank
plc ("Investec") and Peel Hunt LLP ("Peel Hunt") at an issue price
of 795 pence per share (the "Placing Price").
The Placing Shares represent approximately 6.0 per cent. of the
existing issued share capital of the Company and will raise gross
proceeds of approximately GBP464.2 million. The Placing Price
represents a discount of approximately 2.5 per cent. to the
mid-market closing price of 815 pence on 3 February 2021 (being the
latest practicable date prior the date of this announcement). The
Placing was implemented on a non-pre-emptive basis.
Applications have been made (i) to the Financial Conduct
Authority (the "FCA") for the Placing Shares to be admitted to the
premium listing segment of the Official List of the FCA and (ii) to
the London Stock Exchange plc (the "London Stock Exchange") for the
admission of the Placing Shares to trading on its main market for
listed securities (together "Admission"). It is expected that
Admission will take place at or around 8.00 a.m. (London time) on 8
February 2021 (or, in any case, such later date as may be agreed
between the Company and the Banks). The Placing is conditional
upon, inter alia, Admission becoming effective and the placing
agreement between the Company and the Banks (the "Placing
Agreement") not being terminated in accordance with its terms.
The Placing Shares, if issued, will be credited as fully paid
and rank pari passu in all respects with each other and with the
existing issued Ordinary Shares. This includes, without
limitations, the right to receive all dividends and other
distributions declared or paid in respect of such Ordinary Shares
after the date of issue of the Placing Shares.
Total voting rights
Following Admission, the Company will have a total of
1,031,627,149 Ordinary Shares in issue. The Company does not hold
any shares in treasury and therefore, following Admission, the
total number of voting shares in issue will be 1,031,627,149. This
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Capitalised terms not otherwise defined in this announcement
shall have the same meanings as given to them in the announcement
released on 3 February 2021 regarding the 'Proposed Placing of New
Ordinary Shares', unless the context requires otherwise.
For the purposes of MAR, UK MAR, Article 2 of Commission
Implementing Regulation (EU) 2016/1055 and the UK version of
Commission Implementing Regulation (EU) 2016/1055, the person
responsible for releasing this announcement is Neil Greenhalgh,
Chief Financial Officer of JD Sports Fashion plc.
Enquiries:
JD Sports Fashion plc Tel: 0161 767
Peter Cowgill, Executive Chairman 1000
Neil Greenhalgh, Chief Financial Officer
Jennifer Iveson, Investor Relations
Investec Bank (Joint Global Co-ordinator, Joint Tel: 020 7597
Bookrunner and Joint Broker) 5970
David Flin
Alex Wright
Ben Griffiths
Duncan Wilson
Peel Hunt (Joint Global Co-ordinator, Joint Bookrunner Tel: 020 7418
and Joint Broker) 8900
Dan Webster / Andrew Clark / Will Bell (Investment
Banking)
Al Rae / Sohail Akbar (ECM)
MHP Communications Tel: 020 3128
Andrew Jaques 8788
Giles Robinson
Charles Hirst
Catherine Chapman
IMPORTANT NOTICES
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "US Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
This announcement is not for publication or distribution,
directly or indirectly, in or into Canada. This announcement is not
, and under no circumstances is it to be construed as, an
advertisement or a public offering in Canada of the securities
referred to herein. No prospectus has been filed with any
securities commission or similar regulatory authority in Canada in
connection with the offering of the securities described herein
.
Neither this Announcement, nor any copy of it, nor the
information contained in it, is for publication, release,
transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (or to any persons in any of those jurisdictions). This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to
any persons in any of those jurisdictions). This Announcement has
not been approved by the Financial Conduct Authority or the London
Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act or with any securities regulatory
authority or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, taken up, exercised, transferred or delivered,
directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with the securities laws of any state or other
jurisdiction of the United States. No public offering of securities
is being made in the United States. The Placing Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.
No prospectus has been filed with any securities commission or
other securities regulatory authority in any jurisdiction in Canada
in connection with the offer or sale of the Placing Shares. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon the merits of the Placing Shares. The
offer and sale of the Placing Shares in Canada is being made on a
private placement basis only pursuant to an exemption from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws .
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by either of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Peel Hunt is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt or for providing
advice in connection with the contents of this Announcement, the
Placing or the transactions and arrangements described herein.
Investec Bank is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
FCA and the PRA. Investec Europe Limited (trading as Investec
Europe) ("Investec Europe"), acting as agent on behalf of Investec
Bank in certain jurisdictions in the EEA (together Investec Bank
and Investec Europe hereinafter referred to as "Investec"), is
regulated in Ireland by the Central Bank of Ireland. Investec is
acting solely for the Company and no-one else in connection with
the Placing and the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. Investec is not responsible to anyone other than the
Company for providing the protections afforded to clients of
Investec or for providing advice in connection with the contents of
this Announcement, the Placing or the transactions and arrangements
described herein.
None of the information in this Announcement has been
independently verified or approved by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whatsoever whether arising in
tort, contract or otherwise, is accepted by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever
for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of either of
the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
in connection with the Company, the Placing Shares or the Placing
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Each of the Joint Bookrunners and their respective
partners, directors, officers, employees, advisers, consultants and
affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by either
of the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
any of their respective affiliates that would permit an offering of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") , and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA , (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS") ; and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Investec and Peel
Hunt will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail clients and investors who meet the criteria
of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Investec and Peel
Hunt will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate
distribution channels.
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END
ROIEAAADEEDFEAA
(END) Dow Jones Newswires
February 04, 2021 02:00 ET (07:00 GMT)
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