3rd Mar 2011 07:00
3 March 2011
JJB Sports plc
Update on CVA Proposal and Transfer to AIM
Further to the announcements by JJB Sports plc ("JJB" or the "Company") on 2, 11 and 25 February 2011, the Company is pleased to announce full details of its CVA proposals and proposed cancellation of its listing on the Official List and admission to trading on AIM.
Highlights
·; The directors of the Company and its wholly owned subsidiary, Blane Leisure Limited ("Blane"), have finalised the terms of company voluntary arrangements to restore the viability of the Group's business model and to assist in a return to profitability (the "CVA Proposal"). The CVA Proposal will enable the Group to carry out a fundamental restructuring of its property portfolio that the Board believes must be carried out as part of implementing the Group's revised business plan. The Board believes that the CVA Proposal demonstrably gives landlords of compromised stores a far greater estimated return than is likely if JJB and Blane are placed in administration.
·; The CVA Proposal will enable the closure of 43 stores (of which 2 are not currently trading) on or before 24 April 2012. The CVA Proposal will also allow the Group to review the performance of a further 46 stores and will enable closure of them on or before 24 April 2013 if the performance cannot be improved. In addition, the amount payable on the leases attached to those properties shall be 50% of the contractual pro rata monthly rent prior to closure plus an amount equal to 5% of the contractual pro rata monthly rent by way of a contribution in respect of dilapidations (such amounts to be paid on a monthly rather than a quarterly basis) plus the contractual amount payable in respect of turnover rent, insurance and service charge.
·; The terms of the CVA Proposal provide for an additional payment of between £2.5 million and £7.5 million (to be settled in cash or ordinary shares in the Company at the option of the Company) to compromised landlords that is linked to the market performance of JJB and is payable on 24 April 2013 (or earlier in the event of a takeover offer or certain other specified events).
·; The terms of the CVA provide that all stores within the portfolio will move to monthly rent payments for the next two years.
·; The detailed terms of the CVA Proposal, including details of the creditor and shareholder meetings, are contained in the document (the "CVA Proposal Document") that is intended to be posted to all unsecured creditors and shareholders of both the Company and Blane later today.
·; Subject to shareholder approval, the Company intends transfer listing of the Company's ordinary shares from the premium segment of the Official List and trading on the London Stock Exchange's main market for listed securities to AIM.
·; Further information in relation to the transfer to AIM and shareholder approval of the CVA Proposal (for the purposes of Rule 21 of the City Code on Takeovers and Mergers), including details of the general meeting, is contained in the shareholder circular (the "Shareholder Circular") that is intended to be posted to shareholders of the Company later today.
Commenting on the CVA Proposal and the proposed transfer to AIM, Mike McTighe, JJB Chairman said: "JJB's restructuring plan is on track. Last week we completed the first capital raising to provide short term finance for the group and delivered our revised business plan to BoS. Today we are laying out the full terms of our CVA proposals and preparing the way for creditor and shareholder meetings later this month.
"In formulating these CVA proposals we have talked to our landlords and listened to their views. As a result, we are offering them a possible share in the value of a restructured JJB of up to £7.5 million, payable in two years' time.
"Before the shareholder and creditor meetings, we intend to release details of the anticipated funding requirements of a restructured JJB and our new business plan, together with the key terms of our second capital raising that will deliver the longer term financing required to enable the Group to move forwards on a far sounder footing. There remains much to be done, but we have achieved some significant success in recent weeks, and are hugely grateful to all our key stakeholders who have shown us so much support. With their continued backing we remain confident about the future of this business."
This summary should be read in conjunction with the full text of the announcement.
Enquiries:
JJB | 01942 221 400 |
Mike McTighe | |
Keith Jones | |
Maitland | 020 7379 5151 |
Neil Bennett | |
Richard Farnsworth | |
KPMG | 020 7694 8527 |
Sorrelle Cooper |
Notes to editors
About JJB Sports
JJB Sports plc (JJB: LSE) is one of the UK's leading sports retailers. The Group, headquartered in Wigan and today listed on the Main Market of the London Stock Exchange, currently trades from 246 JJB branded retail stores in the UK and Ireland and employs over 6,100 people. Further information about the Group can be found on the Group's corporate website, www.jjbcorporate.co.uk.
JJB Sports plc
Update on CVA Proposal and Transfer to AIM
Further to the announcements by JJB Sports plc ("JJB" or the "Company") on 2, 11 and 25 February 2011, the Company is pleased to announce full details of its CVA proposals and proposed cancellation of its listing on the Official List and admission to trading on AIM.
CVA Proposal
The Board and the directors of Blane Leisure Limited ("Blane") have now finalised the terms of the company voluntary arrangements to be proposed to unsecured creditors and shareholders of the Company and Blane (the "CVA Proposal"). A company voluntary arrangement or CVA is a formal procedure under the Insolvency Act 1986 which enables a company to agree with its unsecured creditors a composition in satisfaction of its debts or a scheme of arrangement of its affairs which can determine how its debts should be paid and in what proportions.
The terms of the CVA Proposal are contained in the document (the "CVA Proposal Document") that is intended to be posted to unsecured creditors and shareholders of both the Company and Blane later today by the joint nominees, Richard Dixon Fleming and Brian Green of KPMG LLP (in the case of the Company) and Richard Dixon Fleming, Brian Green and Blair Carnegie Nimmo of KPMG LLP (in the case of Blane), appointed in relation to the CVA Proposal.
In summary terms, if approved (and not successfully challenged), the CVA Proposal will:
·; Enable the closure of 43 stores (of which 2 are not currently trading) on or before 24 April 2012 (the "First Period Compromised Leases").
·; Enable the closure of a further 46 stores on or before 24 April 2013 (the "Second Period Compromised Leases").
·; Reduce the amount payable on the First and Second Period Compromised Leases such that the rent payable shall be 50% of the contractual pro rata monthly rent prior to closure plus an amount equal to 5% of the contractual pro rata monthly rent by way of a contribution in respect of dilapidations (such amounts to be paid on a monthly rather than a quarterly basis) plus the contractual amount payable in respect of turnover rent, insurance and service charge.
·; Provide for an additional payment of between £2.5 million and £7.5 million (to be settled in cash or ordinary shares in the Company at the option of the Company) to compromised landlords that is linked to the performance of JJB and is payable on 24 April 2013 (or earlier in the event of a takeover offer or certain other specified events).
·; Enable each landlord of the First and Second Period Compromised Leases to require the Company to vacate and end the lease of the relevant property upon giving 45 days notice.
·; Provide for the rent and other amounts due under the terms of the remaining 147 stores to be paid on a monthly rather than quarterly basis for a period of two years.
The Company and Blane will remain liable for rates on the closed retail stores until those stores are surrendered, forfeited or assigned or the leases are terminated on the date which is the earliest possible date on which a break clause could be exercised under the lease. Save as set out above in general terms, the CVA Proposal will not seek to compromise claims of any other creditors.
Throughout the CVA process, the Company and Blane shall continue trading under the control of their respective directors, operating as going concerns. The Company and Blane are not in and will not be in administration as a result of commencing the CVA process.
The CVA Proposal Document contains notices of meetings (the "CVA Meetings") of the unsecured creditors and shareholders of both the Company and Blane to consider and, if thought fit, approve the CVA Proposal. To become effective, the CVA for the Company requires the approval of the requisite majority of the unsecured creditors of the Company and the CVA for Blane requires the approval of the requisite majority of unsecured creditors of Blane. It is a condition of each CVA that it will only become effective if the implementation date for both CVAs occurs.
A CVA also requires the approval of more than 50 per cent. in value of the shareholders present in person or by proxy and voting at a meeting on the resolution to approve the CVA. However, in accordance with section 4(A)(2) of the Insolvency Act, if the outcome of the meeting of shareholders differs from the outcome of the meeting of a company's creditors, the decision of the creditors will prevail, subject to the right of any shareholder to apply to the Court (in the case of JJB) or Scottish Court (in the case of Blane) to challenge the approval of the CVA.
Full implementation of the CVAs will be conditional upon JJB raising gross proceeds of at least £31.5 million through a further equity capital raising (in addition to JJB's recently completed capital raising) on or before 30 June 2011. JJB currently expects to launch the further equity capital raising and to publish a shareholder circular and prospectus on or around 5 April 2011, shortly after the CVA Meetings, and to have held a general meeting of shareholders and to have received the proceeds of the further equity capital raising in late April 2011. JJB will make an announcement of the proposed gross amount to be raised pursuant to the further equity capital raising by no later than 14 March 2011 following completion of the independent review of the Group's revised business plan and completion of a customary working capital exercise by JJB's advisers.
The CVAs are also conditional upon the shareholders of JJB approving the proposed CVAs for the purposes of Rule 21 of the City Code on Takeovers and Mergers (the "Code") in circumstances where JJB has been and remains in receipt of an approach by a third party which may or may not lead to a formal offer for JJB. Further details of the shareholder approval required for the purposes of Rule 21 of the Code are set out in the Shareholder Circular (referred to in section 2 below).
The directors of the Company and Blane, and the nominees, are firmly of the view that the CVA Proposal and the CVA process in general will facilitate a better outcome for creditors than would occur if the Group was placed into administration or liquidation.
The CVA Meetings for creditors of the Company and Blane will be held at 11:00 a.m. on 22 March 2011 at London Chamber of Commerce & Industry, 33 Queen Street, London, EC4R 1AP.
The CVA Meetings for shareholders of the Company and Blane will be held at 2:00 p.m. on 22 March 2011 at London Chamber of Commerce & Industry, 33 Queen Street, London, EC4R 1AP.
A copy of the CVA Proposal Document, following expected publication later today, will be available for inspection at the registered office of the Company at Martland Park, Challenge Way, Wigan, Lancashire WN5 0LD during normal business hours on any business day with effect from today and up to and including the conclusion of the CVA Meetings. In addition, the CVA Proposal Document will be submitted to and made available on the National Storage Mechanism (which can be accessed at www.hemscott.com/nsm.do) and will shortly be available to view on the Company's corporate website (www.jjbcorporate.co.uk).
Transfer to AIM
Further to the Company's announcement made at the same time as this announcement of its intention to appoint Numis Securities Limited ("Numis") as the Company's proposed nominated adviser, the Company announces that it is today posting to shareholders a circular convening a general meeting of the Company to approve the cancellation of listing of its ordinary shares of 1 penny each (the "Ordinary Shares") on the premium segment of the Official List (the "Delisting"). Pursuant to the Listing Rules, the Delisting is conditional upon Shareholders' approval being obtained. Conditional upon such approval being received, the Company intends to apply to the London Stock Exchange for admission of the Ordinary Shares to AIM, a market operated by the London Stock Exchange, as soon as practicable.
The circular to shareholders (the "Shareholder Circular") provides shareholders with information on the proposed Delisting and transfer to AIM and seeks the requisite approval for the Delisting by way of a special resolution (the "Resolution") at a general meeting of the Company, notice of which is set out in the Shareholder Circular. The Shareholder Circular also seeks the requisite approval of the CVA Proposals (for the purposes of Rule 21 of the Code) by way of an ordinary resolution of shareholders at the general meeting. As described above, the CVA Proposals are conditional on, amongst other things, Shareholders approving the CVA Proposals for the purposes of Rule 21 of the Code.
The Board believes that a transfer to AIM will provide a market and environment more suited to a company of JJB's size and will simplify the ongoing administration requirements of the Company, with a consequential reduction in the ongoing costs associated with having its shares listed on the premium segment of the Official List and a simplification of the Company's administrative and regulatory requirements. The Board also believes that AIM will offer greater flexibility, particularly with regard to corporate transactions, and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively, if such opportunities arise in the future. The Board believes this is likely to be a significant benefit to the Company going forward.
In addition, on 24 February 2011, the Company issued warrants representing approximately 19.1% of the existing issued share capital of the Company. Following full exercise of the warrants, the Company would no longer satisfy the Listing Rules' requirement for a minimum of 25% of the Company's issued share capital to be held in public hands.
Subject to the passing of the Resolution, it is anticipated that the last day of dealing in the Ordinary Shares on the premium segment of the Official List will be 26 April 2011. Cancellation of the listing and trading of the Ordinary Shares on the premium segment of the Official List will take effect at 8:00 a.m. on 27 April 2011, being not less than 20 business days from the passing of the Resolution at the General Meeting. Admission is expected to take place and dealings in the Ordinary Shares are expected to commence on AIM at 8:00 a.m. on 27 April 2011.
In order to cancel the listing of the Ordinary Shares on the Official List, a special resolution is required by the Listing Rules to be approved by shareholders. Accordingly, the passing of the Resolution requires the approval of 75% of the votes cast by shareholders voting at a general meeting of the Company (the "General Meeting"), in person or by proxy, to be obtained. A notice convening the General Meeting to be held at 4:00 p.m. on 22 March 2011 at London Chamber of Commerce & Industry, 33 Queen Street, London, EC4R 1AP (following the shareholder meetings to consider the CVA Proposal) is set out in the Shareholder Circular.
A copy of the Shareholder Circular, following expected publication later today, will be available for inspection at the registered office of the Company at Martland Park, Challenge Way, Wigan, Lancashire WN5 0LD during normal business hours on any business day with effect from today and up to and including the conclusion of the General Meeting. In addition, the Shareholder Circular will be submitted to and made available on the National Storage Mechanism (which can be accessed at www.hemscott.com/nsm.do) and will shortly be available to view on the Company's corporate website (www.jjbcorporate.co.uk).
Enquiries:
JJB | 01942 221 400 |
Mike McTighe | |
Keith Jones | |
Maitland | 020 7379 5151 |
Neil Bennett | |
Richard Farnsworth | |
KPMG | 020 7694 8527 |
Sorrelle Cooper |
Notes to editors
About JJB Sports
JJB Sports plc (JJB: LSE) is one of the UK's leading sports retailers. The Group, headquartered in Wigan and today listed on the Main Market of the London Stock Exchange, currently trades from 246 JJB branded retail stores in the UK and Ireland and employs over 6,100 people. Further information about the Group can be found on the Group's corporate website, www.jjbcorporate.co.uk.
Related Shares:
JJB.L