REG - JD Sports Fashion - Publication of Circular & General Meeting Notice

JD Sports FashionAnnouncement

22/09/2023 18:30

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RNS Number : 4298N  JD Sports Fashion PLC  22 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT
DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO
THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.

22 September 2023

JD SPORTS FASHION PLC

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

On 7 July 2023, JD Sports Fashion Plc ('JD' or the 'Company') announced (the
'Transaction Announcement') its intention to acquire the remaining 49.98 per
cent. of shares in Iberian Sports Retail Group, S.L. ('ISRG') that are
currently held by Balaiko Firaja Invest, S.L. ('Balaiko') and Sonae Holdings,
S.A. ('Sonae', and together with Balaiko, the 'Minority Shareholders') for
total cash consideration of €500.1 million which will be funded from the JD
Group's existing available cash resources (the 'Transaction'). The Transaction
constitutes a related party transaction for JD under the Listing Rules and is
conditional upon the approval of an ordinary resolution by JD Shareholders
(the 'Resolution').

JD has today published a shareholder circular in relation to the Transaction
(the 'Circular') and has convened a general meeting of JD's shareholders ('JD
Shareholders') at 9 a.m. on 9 October 2023 at Hollinsbrook Way, Pilsworth,
Bury, Lancashire, BL9 8RR (the 'JD General Meeting') to consider and approve
the Transaction. A notice of the JD General Meeting is included in the
Circular and a form of proxy will be made available to JD Shareholders.

The expected timetable of principal events in relation to the JD General
Meeting is as follows:

Event
Expected time/date

Deadline for lodging Forms of Proxy/ CREST Proxy
Instructions                     9:00 a.m. on 5 October
2023

Voting Record
Time
6:30 p.m. on 5 October 2023

JD General
Meeting
9:00 a.m. on 9 October 2023

 

Irrevocable undertakings

The Company has received irrevocable undertakings from Pentland Group Limited,
Pentland Industries International DAC and all the Directors who hold ordinary
shares in JD, to vote in favour of the Resolution in relation to their
respective holdings in JD, together representing approximately 51.67 per cent.
of the Company's issued share capital.

ISRG financial information

The table setting out the historical financial information for ISRG in the
Transaction Announcement has been amended in the Circular as per the below
table. The notes to the below table set out the differences between the
information included in the Transaction Announcement and the Circular.

Updated ISRG financial information

The table below sets out the historical financial information for ISRG on a
consolidated basis for the year ended 31 January 2023, which has been
extracted from the draft audited accounts of ISRG, and for the year ended 31
January 2022, which has been extracted from the audited accounts of ISRG:

 

                    Year ended 31 January 2022        Year ended 31 January 2023
                    (audited)                         (draft audited)
                                                €m
 Revenue            1,037.8                           1,347.1
 EBITDA             108.5                             124.1
 Profit before tax  73.2                              70.3

                    As at 31 January 2022             As at 31 January 2023
                    (audited)                         (draft audited)
                                                €m
 Gross assets       661.3                             704.4
 Net assets         206.4                             246.3

                ____________________

(1)   Profit before tax of €70.3 million for the year ended 31 January
2023 is presented after local ISRG exceptional or consolidation items of
€18.9 million.

(2)   Revenue of €1,239.3 million for the year ended 31 January 2023
presented in the Transaction Announcement was lower than revenue (for the same
period) in the table above as it did not include revenue relating to ISRG's
subsidiary, Sports Unlimited Retail B.V.

(3)   Profit before tax of €96.6 million for the year ended 31 January
2023 presented in the Transaction Announcement was higher than profit before
tax (for the same period) in the table above as it included additional JD
Group consolidation adjustments (related primarily to JD management charges
provided to ISRG during the period) and was before exceptional items (as
referred to in note 1 above).

(4)   Gross assets of €767.7 million for the year ended 31 January 2023
presented in the Transaction Announcement was presented on the basis of IFRS
and gross assets in the table above are presented under Spanish GAAP.

 

Availability of Circular

Copies of the Circular and certain other documents in relation to the
Transaction are available for inspection on JD's website at
www.jdplc.com/investor-relations/shareholder-information
(http://www.jdplc.com/investor-relations/shareholder-information) .

A copy of the Circular will also be submitted to the National Storage
Mechanism, where it will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

JD Shareholders who have elected to receive printed shareholder documents will
receive, amongst other documents, a hard copy of the Circular as soon as
practicable. Other JD Shareholders will be notified that the Circular is
available online.

JD Shareholders who have elected not to receive hard copies of JD Shareholder
communications may request a hard copy of the Circular and certain other
documents in relation to the Transaction by writing to JD's registrar,
Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by
calling Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to
Friday (excluding English and Welsh public holidays), on 0371 384 2030 from
within the UK, or on +44 (0) 371 384 2030, if calling from outside the UK.
Calls from outside the UK will be charged at the applicable international
rate. Calls will be recorded and monitored for training and security purposes.
JD Shareholders will need to provide their full name and the full address to
which the hard copy of the documents should be sent.

 

Enquiries

 

JD Sports Fashion Plc
                                 Tel: 0161 767 1000

Régis Schultz, Chief Executive Officer

Neil Greenhalgh, Chief Financial Officer

Theresa Casey, General Counsel & Company Secretary

Mark Blythman, Investor Relations Director

 

FGS Global

Rollo Head, Jenny Davey, James
Thompson
         Tel: 0207 251 3801

 

 

 

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