TIDMFOOT TIDMJD.
RNS Number : 0956W
Footasylum PLC
12 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 APRIL 2019
RECOMMED CASH OFFER
for
FOOTASYLUM PLC
by
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 15 May 2019
Shares
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:
Name Position No. of LTIP
Shares
Barry Bown Executive Chairman 2,531,645
---------------------------------------------- -----------------------
Danielle Davies Chief Financial Officer 609,756
---------------------------------------------- -----------------------
Buying and Merchandising Director
Jack Spellacy (Non-Board) 853,658
---------------------------------------------- -----------------------
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.
General
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Offer Document dated
22 March 2019.
Enquiries
Footasylum plc
Barry Bown (Executive Chairman)
Clare Nesbitt (Chief Executive) +44 (0) 1706 714 299
GCA Altium Limited (Financial Adviser and Nomad to Footasylum)
Phil Adams
Sam Fuller
Tim Richardson +44 (0) 20 7484 4040
Powerscourt (PR adviser to Footasylum)
Rob Greening
Lisa Kavanagh +44 (0) 20 7250 1446
Important notices
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.
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 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.
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.
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.
Rounding
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 rns@lseg.com or visit www.rns.com.
END
OUPBSGDSRGBBGCD
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April 12, 2019 10:19 ET (14:19 GMT)
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