13th Oct 2009 07:00
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, NEW ZEALAND, JAPAN, SOUTH AFRICA, switzerland or the united arab emirates. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
13 October 2009
JJB Sports plc
('JJB' or 'the Company')
PUBLICATION OF PROSPECTUS
Further to JJB's announcement yesterday that it is proposing to raise gross proceeds of approximately £100 million (approximately £94 million net of expenses) through a firm placing and a placing and open offer involving the issue of 400,000,000 New Ordinary Shares at an issue price of 25 pence per New Ordinary Share, the Company announces that a prospectus relating to the Capital Raising (the 'Prospectus') was approved by the UK Listing Authority (the 'UKLA') last night.
The Prospectus was posted to Qualifying Shareholders (other than Excluded Shareholders) last night, and copies of the Prospectus, which includes a notice convening a general meeting of the Company to be held at 11:00 a.m. on 29 October 2009 at the head office of the Company, Martland Park, Challenge Way, Wigan, Lancashire, WN5 0LD, will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
In addition, the Prospectus will shortly be available to view on the Company's website (www.jjbcorporate.co.uk). Copies of the Prospectus will be available from the registered office of JJB at Martland Park, Challenge Way, Wigan, Lancashire, WN5 0LD. The Prospectus will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the offices of Herbert Smith LLP at Primrose Street, Exchange Square, London, EC2A 2HS.
Capitalised terms in this announcement have the same meaning as in the Prospectus.
For further information, please contact:
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JJB Sports plc |
+44 (0) 1942 221 400 |
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Lawrence Coppock |
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Richard Manning |
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Maitland |
+44 (0) 20 7379 5151 |
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(PR Adviser) |
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Neil Bennett |
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Emma Burdett |
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Lazard |
+44 (0) 20 7187 2000 |
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(Financial adviser and sponsor) |
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Melanie Gee |
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Aamir Khan |
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Panmure Gordon |
+44 (0) 20 7459 3600 |
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(Joint broker, joint bookrunner and joint underwriter) |
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Richard Gray |
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Andrew Potts |
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Numis |
+44 (0) 20 7260 1000 |
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(Joint broker, joint bookrunner and joint underwriter) |
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Heraclis Economides |
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Mark Lander |
Important notice
This announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except solely on the basis of the information contained in the Prospectus.
Neither the content of JJB's website nor any website accessible by hyperlinks to JJB's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, South Africa, New Zealand, Switzerland or the United Arab Emirates.
No action has been taken by JJB or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this document. Any representation to the contrary is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, South Africa, New Zealand, Switzerland or the United Arab Emirates.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
Lazard, Panmure Gordon and Numis, who are authorised and regulated in the UK by the Financial Services Authority, are acting for JJB and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than JJB for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.
This announcement has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard by the Financial Services and Markets Act 2000, none of Lazard, Panmure Gordon and Numis accepts any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with JJB or the New Ordinary Shares or the Capital Raising, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Each of Lazard, Panmure Gordon and Numis accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
This announcement should not be considered a recommendation by the Company, Lazard, Panmure Gordon, Numis or any of their respective directors, officers, employees advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial advisor.
Related Shares:
JJB.L