TIDMJD.
RNS Number : 6696Y
JD Sports Fashion Plc
09 May 2023
9 May 2023
JD Sports Fashion Plc
European Developments - Proposed Acquisition of Courir in France
and Simplification of Minority Shareholdings
JD Sports Fashion Plc ('Group') announces its intention to take
its first acquisitive steps in fulfilling the growth ambitions, as
set out at the Capital Markets Event in February this year.
Additionally, the Group is reviewing options to simplify the
shareholdings in a number of its subsidiary businesses across
Europe with a view to accelerating the development opportunities
that exist for the JD fascia.
Régis Schultz, CEO of JD, said:
"We said at our recent Capital Markets Event that this was the
start of a new, distinct chapter in the growth story of JD. The
exciting developments that we are announcing today reflect the
strategic priorities that we highlighted on the day.
"We are delighted to announce the proposed acquisition of
Courir, a business that is held in high regard in the European
sportswear community. We look forward to concluding the
contemplated transaction, welcoming the Courir team to the Group
and then working with management to fulfil Courir's global
potential. Investing in quality complementary concepts whilst
furthering the growth of JD itself is a key strategic pillar for
the Group and one which we will continue to pursue in the
future.
"Securing greater control over the long-term development of JD
and prioritising the development of the JD brand is a key pillar in
our growth strategy in Europe. It will give us simpler decision
making which will allow us to use our assets with more efficiency.
At the same time, it will considerably simplify the group
operations. We thank our partners for their contribution to the
development of JD across Europe and for their constructive
engagement."
Proposed Acquisition of Groupe Courir
On 8 May 2023, the Group entered into exclusive negotiations
with the owners of Groupe Courir S.A.S ('Courir') with regards to
the potential future acquisition of 100% of the issued share
capital of Courir for an enterprise value of EUR520 million
('Transaction').
The business is currently majority owned by Equistone Partners
Europe ('Equistone') which acquired Courir in 2018 following the
carve out from Groupe Go Sport. In accordance with French law,
Courir management will now commence consultation processes with its
relevant employee representative bodies prior to being able to
enter into a binding sale and purchase agreement for the
Transaction.
The Transaction will need to be notified to the European
Commission in accordance with European Union Law. Completion of the
acquisition is therefore conditional on receipt of merger control
approval. Given the potential timings associated with the
consultation and competition assessment processes, completion of
the Transaction would not be expected before the second half of
2023.
After deducting net debt of EUR195 million, the amount payable
at completion, subject to certain adjustments, would be EUR325
million which would be funded through available cash resources. The
net debt of EUR195 million in Courir principally constitutes
existing funding lines of approximately EUR210 million which would
be refinanced at completion.
Based in France, Courir is a leading player in the European
sports footwear and apparel sector with 313 stores bannered as
Courir across six countries in Europe as follows:
-- France: 191 stores operated directly and 66 operated by affiliates
-- Spain: 24 stores (all operated directly)
-- Belgium: 22 stores (all operated directly)
-- Portugal: 5 stores (all operated directly)
-- Netherlands: 3 stores (all operated directly)
-- Luxembourg: 2 stores (all operated directly)
In addition, there are a further 36 stores which trade under
franchise agreements as Courir in North West Africa, Middle East
and French overseas territories. Further, there are two stores
which trade as Naked in Denmark which is an elevated female sneaker
business.
At the Group's recent Capital Markets Event, we emphasised the
importance of 'Complementary Concepts' to leverage our existing
premium concepts, including JD. This proposed acquisition is in
line with that growth strategy as Courir operates stores with a
primary focus on a female consumer. The senior management team and
operational infrastructure of Courir would be retained and it is
the intention that Courir would maintain its identity and would run
autonomously from JD's French operations. Leveraging Courir's
extensive knowledge in managing female oriented stores would
significantly broaden the capabilities and global opportunities
across the Group.
For the 52 week period ended 31 December 2022, Courir had
consolidated revenues of EUR609.8 million which included EUR100.3
million from the combination of the sale of product on a commission
basis to the affiliates and other commission income from
franchisees, a profit before interest and tax of EUR47.4 million
and gross assets of EUR678.4 million.
The contemplated Transaction constitutes a Class 2 transaction
under the UK Listing Rules.
Simplification of Minority Shareholdings in Subsidiary
Businesses in Europe
In the Group's recent Capital Markets Event, we also confirmed
that one of our key strategic pillars was to secure greater control
over the long-term global development of JD and prioritise the
development of the JD brand. From a European perspective, this has
resulted in engagement with the minority shareholders in a number
of our subsidiary businesses across Europe:
-- Germany: We have now completed the acquisition of the
remaining 20% of JD Sports Fashion Germany GmbH.
-- Iberia: Following the receipt of a formal buy / sell notice
from Balaiko Firaja Invest, S.L. and Sonae Holdings, S.A. (together
the 'Minority Parties'), who collectively hold 49.98% of Iberian
Sports Retail Group, S.L. ('ISRG'), the Group is now engaged in
formal discussions with the Minority Parties with regards to the
future ownership structure of ISRG, including the JD shareholding
held by ISRG. There are three possible outcomes from this process
although it is expected to be later in the summer before there is
clarity as to which outcome will be progressed by the parties:
o The Group acquires the 49.98% holding in ISRG currently held
by the Minority Parties
o The Minority parties acquire the Group's 50.02% holding in
ISRG and the Group simultaneously acquires the Minority parties
interest in JD across Iberia
o No change to existing shareholdings
Timetable for Announcing Final Results
The Group will announce its full year results for the year ended
28 January 2023 on 17 May 2023.
Enquiries:
JD Sports Fashion Plc Tel: 0161 767 1000
Andy Higginson, Chair
Régis Schultz, Chief Executive
Officer
Neil Greenhalgh, Chief Financial
Officer
Theresa Casey, Legal Counsel
& Company Secretary
Alison Lees, Director of Investor
Relations and Treasury
FGS Global Tel: 0207 251 3801
Rollo Head
Jenny Davey
James Thompson
This announcement contains information which is deemed by the
Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
The person responsible for arranging the release of this
information on behalf of the Company is Theresa Casey, Company
Secretary.
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END
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May 09, 2023 02:00 ET (06:00 GMT)
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