LONDON (dpa-AFX) - JD Sports Fashion plc (JD.L) and Footasylum plc said that they have reached agreement on the terms of a recommended cash offer for Footasylum by JD, pursuant to which JD will acquire the entire issued and to be issued ordinary share capital of Footasylum.
As per the terms of the Offer, Footasylum Shareholders will receive 82.5 pence in cash for each Footasylum Share.
The Offer Price represents a premium of about 77.4 per cent to the Closing Price of 46.5 pence per Footasylum Share on 15 March 2019, being the last Business Day prior to the date of this Announcement.
If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is made or paid in respect of the Footasylum Shares, JD reserves the right to reduce the Offer Price by an amount per share which is equal to the amount of such dividend and/or distribution and/or return of capital so made or paid.
The Offer values the entire issued and to be issued ordinary share capital of Footasylum at up to approximately 90.1 million pounds on a fully diluted basis.
On 18 February 2019, JD acquired 19.58 million Footasylum Shares at prices between 50 pence and 75 pence per Footasylum Share, representing approximately 18.7 per cent. of the Footasylum Shares in issue on 15 March 2019.
JD has also received an irrevocable undertaking to accept, or procure the acceptance of, the Offer from Pentland in respect of 2.72 million Footasylum Shares, representing about 2.6 per cent. of the Footasylum Shares in issue on 15 March 2019.
Full acceptance of the Offer will result in the payment by JD of up to approximately 74.0 million pounds in cash to Footasylum Shareholders.
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