JJB Sports PLC Announces committed £30m investment & financing (8801A)

TIDMJJB

RNS Number : 8801A

JJB Sports PLC

05 April 2012

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, JAPAN AND SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS

4 April 2012

JJB Sports plc announces committed GBP30 million investment and financing package including strategic investment by Dick's Sporting Goods, continued support from key stakeholders and new banking arrangements to fund turnaround and store transformation

Further to the announcement in response to press speculation on 3 April 2012 regarding discussions with its lending banks and a strategic partner in relation to additional funding, JJB Sports plc ("JJB" or the "Company"), one of the UK's leading multi-channel sporting goods retailers, today announces that it has reached agreement in relation to a strategic investment package with a number of the Group's leading investors and Dick's Sporting Goods, Inc. ("Dick's"), an authentic full-line sporting goods retailer based in the USA. In addition, the Company has agreed a financing package with adidas Group, a key supplier partner, and Bank of Scotland.

Highlights

-- Dick's to invest an initial GBP20 million in new shares and convertible loan notes, with the right to invest a further GBP20 million in convertible loan notes

-- Opportunity for JJB to draw on Dick's experience in the sports retail market, with at least one representative of Dick's expected to join JJB board

-- IAML, Harris Associates, Crystal Amber and BMGFT to invest an additional GBP10 million by exercising existing warrants and subscribing for new shares

-- adidas Group, a key supplier partner of JJB, to provide security for a two-stage loan of up to GBP15 million to assist in the Group's store transformation programme

-- Additional funding to accelerate store transformation programme ahead of the UEFA Euro Championships and the London 2012 Olympics, following strong performance of transformed store format

   --      Bank of Scotland to extend existing facility arrangements until May 2015 

-- JJB has today separately issued its preliminary results for the 52 weeks ended 29 January 2012 and a trading statement for the nine week period to 1 April 2012

Keith Jones, Chief Executive of JJB Sports said:

"We believe this investment package and strategic alliance with Dick's will provide a real opportunity to accelerate JJB's turnaround. Dick's is a premier sporting goods retailer and we look forward to working with them. We are also extremely grateful to our key stakeholders for their continued support and the Bank of Scotland for the confidence they have demonstrated in the long-term future of our Company."

"We have always said that the turnaround of JJB was never going to be easy or quick, and the current retail environment has made our work even more difficult. But we have made significant progress since our restructuring in April last year particularly in e-commerce, cost efficiencies and the early results from our new store format. With the financial and commercial support we are announcing today, we can go further and faster and take advantage of the tremendous opportunities we see in our market in 2012 and beyond."

Edward W. Stack, Chairman and CEO of Dick's Sporting Goods, said:

"We believe that JJB is a strong company with the potential to become a leading multi-channel sporting goods retailer both in Britain and throughout Europe. We look forward to providing the company with financial support at this crucial stage of its turnaround and to using our expertise in the U.S. market to help guide its growth efforts."

For further information, please contact:

Keith Jones

Dave Williams

JJB Sports plc

01942 221 400

Neil Bennett

Emma Burdett

Maitland

020 7379 5151

Heraclis Economides

Richard Thomas

Numis Securities Limited (joint financial adviser, broker and nominated adviser)

020 7260 1000

David McCorquodale

Alex Hartley

KPMG LLP (joint financial adviser)

020 7311 1000

A copy of this announcement can also be viewed on the JJB corporate website, www.jjbcorporate.co.uk. Neither the content of the JJB corporate website nor any website accessible by hyperlinks on the JJB corporate website is incorporated in, or forms part of, this announcement.

Numis Securities Limited is authorised and regulated by the Financial Services Authority in the United Kingdom and is acting as nominated adviser to the Company and no one else in relation to the matters referred to in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the same.

KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as joint financial adviser in relation to the matters referred to in this announcement and is not, and will not be, acting for any other person in relation to the same. KPMG LLP is not, and will not be, responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to any matters referred to in this announcement.

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 securities. 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.

The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "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, in or into the United States absent registration under, or an applicable exemption from the registration requirements of, the 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 securities referred to in this announcement in the United States.

Certain statements made in this announcement constitute forward-looking statements. Forward looking statements can be identified by the use of words such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions and relate to, among other things, the performance of the business of JJB in the near to medium term, the business strategy of JJB and its plans and objectives for future operations. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. Factors that might cause forward looking statements to differ materially from actual results, include among other things, general economic conditions in the United Kingdom. These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to compliance with applicable law, JJB assumes no responsibility or obligation to update publicly or review any of the forward-looking statements.

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, JAPAN, AND SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS

4 April 2012

JJB Sports plc announces committed GBP30 million investment and financing package including strategic investment by Dick's Sporting Goods, continued support from key stakeholders and new banking arrangements to fund turnaround and store transformation

Introduction

Further to the announcement in response to press speculation on 3 April 2012 regarding discussions with its lending banks and a strategic partner in relation to additional funding, JJB Sports plc ("JJB" or the "Company"), one of the UK's leading multi-channel sporting goods retailers, today announces that it has reached agreement in relation to a strategic investment package with a number of the Group's leading investors and Dick's Sporting Goods, Inc. ("Dick's"), an authentic full-line sporting goods retailer based in the USA. In addition, the Company has agreed a financing package with adidas Group, a key supplier partner, and Bank of Scotland.

The strategic investment comprises an initial committed GBP30 million financing package with Dick's and a number of the Company's key shareholders. In addition, adidas Group, one of the world's leading sports apparel and footwear groups and a key supplier partner to JJB, has agreed to provide security for a two stage loan of up to GBP15 million and the Bank of Scotland ("BoS") has agreed new banking terms and agreed to extend existing facility arrangements until 31 May 2015.

As part of the strategic investment, representatives of Dick's are expected to join the Board. Dick's expertise will assist JJB in accelerating its turnaround and growth plan, drawing on its considerable experience and success in the sports retail market.

The financing package will enable the Group to accelerate its store transformation programme ahead of the expected rise in sales around both the UEFA Euro Championships and the London 2012 Olympics. The Group intends to invest over GBP20 million to transform 60 of its most important stores in 2012 and 2013 into an enhanced format that has already been tested and demonstrated significantly improved sales and cash margins.

Key terms of the strategic investment and financing package

The Company intends to raise GBP30 million (before expenses) in aggregate by way of the exercise of 2011 Warrants and the issue of the Subscription Shares and the First Convertible Loan Notes, conditional, among other things, upon the passing of the Subscription Resolutions at the General Meeting.

IAML, Harris Associates, Crystal Amber and BMGFT, the Company's four largest shareholders, and Dick's have today entered into a Subscription Agreement with the Company pursuant to which:

-- IAML, Harris Associates, Crystal Amber and BMGFT have agreed to exercise 2011 Warrants resulting in the issue of 22,712,894 Warrant Shares at an exercise price of 10 pence per share;

-- IAML, Harris Associates, Crystal Amber, BMGFT and Dick's have agreed to subscribe for a total of 89,787,106 Subscription Shares at 10 pence per share; and

-- Dick's has agreed to subscribe for the First Convertible Loan Notes in an aggregate principal amount of GBP18.75 million and has been granted the right (but does not have the obligation) to subscribe for the Second Convertible Loan Notes in an aggregate principal amount of up to GBP20 million, in each case subject to the terms and conditions set out in the Convertible Loan Note Instrument.

Pursuant to the terms of the Convertible Loan Note Instrument, the First Convertible Loan Notes and the Second Convertible Loan Notes will convert into a maximum of 887,871,178 Ordinary Shares representing approximately 61% of the Company's then fully diluted share capital.

As part of the strategic investment by Dick's, the Company and Dick's have also agreed to enter into the Relationship Agreement pursuant to which Dick's will have the right to appoint one representative non-executive director to the Board for so long as it holds any unconverted Convertible Loan Notes or two representative non-executive directors to the Board for so long as it holds at least 10% of the issued ordinary share capital of the Company from time to time. In addition to these rights, Dick's will also be entitled to appoint two Board observers (or one Board observer for such time as Dick's has at least one non-executive director on the Board).

The Board has also reached agreement with BoS, the Company's lender, regarding the continued provision of the BoS Facility through to May 2015, an agreement with adidas Group, one of the Company's key supplier partners, for the provision of a loan or security for a loan of up to GBP15 million and the terms of an intercreditor arrangement with BoS, Dick's and adidas Group, each agreement subject to completion of the Subscription and the satisfaction of certain other conditions precedent.

In particular, the strategic investment and financing package requires shareholder approval. Shareholder approval is required for the granting of authority to allot and issue of the Subscription Shares and the Convertible Loan Notes and the disapplication of statutory pre-emption rights in relation to the same, and to approve the waiver by the Panel of the obligations of Dick's to potentially make a mandatory offer for the Company under Rule 9 of the Code following completion of the Subscription and conversion of the Convertible Loan Notes.

Information on Dick's Sporting Goods

Dick's Sporting Goods, Inc. is an authentic full-line sporting goods retailer based in the USA offering a broad assortment of brand name sporting goods equipment, apparel and footwear in a specialty store environment. Dick's also owns and operates Golf Galaxy, LLC, a golf specialty retailer. As of 28 January 2012, Dick's operated 480 Dick's Sporting Goods stores in 43 states with a total retailing space of 26.3 million square feet, 81 Golf Galaxy stores in 30 states with 1.3 million square feet as well as e-commerce web sites and catalogue operations for both Dick's Sporting Goods and Golf Galaxy.

Dick's reported consolidated net income for the 52 weeks ended 28 January 2012 of $263.9 million on a GAAP basis, or $2.10 per diluted share, compared to consolidated net income for the 52 weeks ended January 29, 2011 of $182.1 million, or $1.50 per diluted share. Net sales for the full year 2011 increased 7.0% to $5.2 billion as compared to the full year 2010 primarily due to the growth of Dick's store network and a 2.0% increase in consolidated same store sales.

Update on implementation of the revised business plan and CVA

In the first half of 2011, the Board focused on stabilising the Group's financial position through a significant restructuringand refinancing. Following completion of the restructuring and refinancing and the Company's move to trading on AIM on 28 April 2011, the Board has progressed with the key elements of the Group's revised business plan as follows:

-- Rightsizing the store portfolio through implementation of the CVA - The Group has successfully implemented the first phase of the CVA with 41 of the 43 stores identified for closure on or before 24 April 2012 (referred to in the CVA Document as the "First Period Compromised Leases") now closed, of which 11 have been surrendered to the landlords, generating an annualised rent saving of GBP1.6 million. For the remaining two stores that were identified as First Period Compromised Leases, rents continue to be paid on a reduced basis of 50 per cent of the contractual liability (plus 5 per cent dilapidations and any contractual amount for service charges) until 24 April 2012. For the additional 46 stores identified for closure on or before 24 April 2013 (referred to in the CVA Document as the "Second Period Compromised Leases"), 13 stores have been surrendered to the landlords as at 1 April 2012 (being the last practicable date prior to publication of this document), generating an annualised rent saving of GBP1.8 million and one store has returned to the core estate. For the remaining 32 stores that were identified as Second Period Compromised Leases, rents continue to be paid on a reduced basis of 50 per cent of the contractual liability (plus 5 per cent dilapidations and any contractual amount for service charges) and will continue to be paid until 24 April 2013. As at 1 April 2012 (being the last practicable date prior to publication of this document), management has also achieved annualised rates savings of approximately GBP2.9 million. Management estimate savings of approximately GBP4.1 million in negative contribution and a further incremental saving in working capital.

-- Aligning the Company's cost base and working capital management - Management has secured significant cost savings across all key business functions. Warehouse and distribution costs have reduced by GBP4.1 million from GBP20.4 million to GBP16.3 million, with estimated annualised savings in excess of GBP5.6 million now identified as compared to management's original target of GBP3.5 million (as announced on 6 April 2011), with further opportunities identified beyond this original target. Through better deployment of our colleagues, particularly at peak trading periods, management has achieved savings in respect of core store wages of GBP5.1 million, again with estimated annualised savings in excess of management's original target of GBP3.3 million (as announced on 6 April 2011). Other store costs and central costs have also been reduced on a systematic basis through better procurement, improved utilisation and efficiencies and tighter cost control processes, with actual annualised savings exceeding management's original target of GBP2.4 million (as announced on 6 April 2011). In addition, the Company continues to prudently manage its working capital, cash and available resources and has targeted an acceleration of its stock efficiency initiatives through better management of stock intake, improved stock allocation and replenishment and being more proactive in respect of in-season stock clearance.

-- Improving the Company's basic retail disciplines - Management has made significant progress in improving the basic retail disciplines in the Company. Since completion of the April 2011 Capital Raising, management has been defining and implementing key processes and systems, and identifying and recruiting new talent particularly to advance the Company's buying, merchandising, marketing and multi-channel functions. Management is confident that it now has clear visibility around stock intake, improved stock allocation, better stock sell-through, defined clearance capability and improved stock file integrity. Improved visibility of stock intake has facilitated the development of a multichannel trading and marketing calendar with co-ordinated campaigns aligned to and supported by key supplier partners.

-- Investment in store development - The Company announced on 6 April 2011 (in connection with the April 2011 Capital Raising) that it had devised three levels of store and proposition development that had been incorporated into the Group's revised business plan - retail basics, refresh refit and full transformation. Since completion of the April 2011 Capital Raising, the macroeconomic deterioration in retail trading conditions led the Group to prioritise the preservation of cash in the short term and scale back the extent to which the Group was able to invest in store and proposition development. However, despite the challenging trading conditions, the Group has still completed 103 stores for its retail basics programme, 8 stores for its refresh refit programme and two stores for full transformation. The refit programme cascaded the key initiatives from the original six transformation stores including navigation, product adjacencies, space mix and point of sale. These store programmes were completed at a significantly lower cost than originally budgeted, this supported the improvement in second half performance. The Group's capital expenditure in respect of stores forming part of the refresh refit programme was GBP0.3 million, a considerable saving on original estimates.

-- Continuing to source new ranges and product - The Company's own-brand development has gained momentum, with the introduction of an own-brand swimming range H2O in September 2011, and expansion of the exclusive Run 365 footwear and apparel range in October 2011. In addition, the Company has added Mind, Body & Soul, Travel Fox, Ecko Unltd and Pro Performance as exclusive branded products in the second half of 2011. In aggregate, exclusive and own branded product was 6.7 per cent of the sales mix at year end. Management continues to work closely with all its key supplier partners to develop exclusive and differentiated products and propositions. Recent additions include ASICS and Saucony, which also underpin the Company's positioning as the authentic multi-channel sporting goods retailing brand in the UK. In addition, management has developed a number of new service initiatives, such as introducing Gait Analysis into a number of stores to ensure each customer is fitted with the right footwear for them and their sport. Management has also built on the successful Footwear Recycling initiative, where in excess of 25,000 training shoes have been recycled with the proceeds going to Whizz Kids who provide wheelchairs to enable children to participate in sport.

-- Focusing on customer service training and people capability training - Customer service and people capability training remains a key objective for management and remains a key differentiator in the market. Since completion of the April 2011 Capital Raising, the Company has significantly upgraded its senior management team and invested in new personnel in the 52 weeks to 29 January 2012. In addition, the Company has recruited 10 new store managers externally; completed customer service training for over 4,000 colleagues; graduated 26 colleagues from its "stepping into management" personal development programme; and trained 191 members of the management team in sales floor coaching.

-- Improving the multi-channel proposition - Following the recruitment of a new Head of Multi-channel on 4 July 2011, the Company has made progress in enhancing its multi-channel proposition resulting in significant growth in sales. Developments include the launch of a mobile version of the website, introducing Paypal and developing an eBay and Amazon offering. In addition, the Company has enhanced the online customer shopping experience by adding new online exclusive products as well as improving the landing pages and site navigation. Alongside other initiatives and improvements, this has provided customers with an easier and more convenient shopping experience and resulted in significantly increased traffic and conversion rates.

Background to and reasons for the strategic investment and financing package

Poor macroeconomic environment and factors linked to the turnaround plan

Since completion of the April 2011 Capital Raising and the Company's move to trading on AIM on 28 April 2011, the poor macroeconomic environment and ensuing low levels of consumer confidence continue to adversely impact the UK retail market and this has put significant pressure on the Group's sales performance. As noted above, considerable progress has been made in implementing the Group's revised business plan, however, management has been forced to prioritise the preservation of cash in the short term and scale back the extent to which the Group has been able to invest in store and proposition development, particularly in respect of those stores that management has identified as requiring a full transformation.

As well as being adversely impacted by the deteriorating macroeconomic environment the business was also affected by factors related to the turnaround programme. A key component of the turnaround plan was improving capability by sourcing executives to fill key positions within the business. Whilst successful in attracting talent, the key recruits as Trading Director, Marketing Director, Retail Director and Head of Multi-channel did not join the business until mid-summer. A significant factor impacting the turnaround was the necessity to deal with the stock overhang resulting from historically poor buying processes and a dynamically changing retail estate. The sell through of this stock took longer and was more margin dilutive than was envisaged at the time of the capital raisings. Furthermore whilst our new stock packages were much improved and more focused than prior periods, the in-take has often been delayed due to cash constraints and is still not sufficiently differentiated from those of our competitors. As a consequence, whilst our trading performance improved in the second half compared to the first the scale of improvement was not as great as originally planned. Finally, whilst we have seen progress in a number of categories, our key football category has not progressed as quickly as we had hoped. In response management has appointed the founder of the Football e-tailer Kitbag, as Director of Football, in order to develop the strategy in this area.

Proposed acceleration of store refurbishment programme

In order to maximise the unique opportunities arising from the London 2012 Olympics and the UEFA Euro Championships, management intend to accelerate the refurbishment programme in a number of stores. The store refurbishment programme is also fundamental to delivering a significantly differentiated authentic sports retailing experience for customers and will attract new and exclusive brands and products from supplier partners.

Building on the success of the investment in the first six transformation stores that demonstrated a 13% increase in sales and a 22% increase in cash margin over a 40 week period when compared with the rest of the estate, management has since developed an enhanced store concept, which has been trialled in the store in Broughton Park, Chester.

The enhanced store concept is built on the three pillars of differentiated product, service and channel that are essential to creating an authentic sports retail store and experience:

-- Product Offer - The store has a wide range of branded and exclusive own brand authentic sports apparel, footwear and accessories for fans through to players and athletes.

-- Service - Service is provided by colleagues who "know their stuff" as they are sports enthusiasts and have often participated or competed in the sports featured in the store. The colleagues have been trained in the latest product and performance technologies and can give advice necessary to ensure all of our customers get the right product for them and their sport. Colleagues will also be able to provide services such as Gait Analysis for runners and personalisation on teamwear products. The store colleague team are part of the local sporting community and will support and provide access to local coaching and classes, some of which will be provided in store.

-- Channel - Stores are just part of the shopping experience as a customer's shopping trip will often start or finish online. Management have ensured the concept creates the "best of both worlds" with e-commerce and online being seamlessly joined with an inspiring instore experience. This means customers can shop online and then collect at store with the added benefit of being able to try products on or get advice to ensure they have selected the right product for them. Equally, iPad technology is integrated into the store design to enable customers to access extended ranges and product information online provided and supported by the world's leading sports brands.

The store experience is inspiring and brings all the excitement and passion of sport to customers in the most authentic way. The fixtures and fittings provide flexibility to showcase some of the most exciting product in sport and also accommodate the movement of space as sports move in and out of season.

The results from Broughton Park, Chester are very encouraging. Since the store reopened, its like-for-like sales performance has been 25.6 per cent and its cash margin has grown by 24.5 per cent on a like-for-like basis.

The plan is to transform 25 stores before the end of October 2012 and then a further 35 stores in 2013 in a manner consistent with the concepts displayed in Broughton Park, Chester. The capital cost per store is planned at approximately GBP30 per square foot, bringing the total cost of this transformation programme over the next two years to over GBP20 million.

Strategic investment and financing package and proposed further capital raising in 2013

In order to provide the Company with access to the additional working capital and the capital resources required to undertake the necessary investment in store development, the Board has negotiated the strategic investment and financing package with a number of the Company's key stakeholders and Dick's, a new strategic partner.

The Company's four largest shareholders and Dick's have committed to invest GBP30 million, Dick's has the right to invest a further GBP20 million and adidas Group has agreed to arrange or provide security for a loan for up to GBP15 million, of which the first tranche amounting to GBP8.4 million, will be made available for drawdown by the Company in the first year.

Accordingly, following completion of the Subscription, the Company will have access to approximately GBP38.4 million in additional cash resources (which includes the first tranche of the Trade Loan but excludes amounts available under the BoS Facility) to improve the Group's working capital position and to increase the Group's cash and undrawn committed financing facilities.

The proceeds of the investment will first be used to pay down the total amount drawn under the BoS Facility (such amounts which have been repaid will remain available to be redrawn in accordance with the terms of the BoS Facility). As at 1 April 2012, (being the last practicable date prior to publication of this document), the amount drawn under the BoS Facility was GBP20.6 million. The remainder of the net proceeds will be credited to cash on the Group's balance sheet and used, along with amounts available to be redrawn under the terms of the BoS Facility, to fund the ongoing working capital requirements of the Group and to implement the Group's capital expenditure plans, notably the store transformation plan.

In addition to the significant capital resources to be provided by Dick's as part of its investment, management is of the view that the introduction of Dick's as a strategic partner will enable the Company to draw upon Dick's valuable experience in the sports retail market, which, in turn, will assist management in accelerating the Group's revised business plan.

Notwithstanding this, the strategic investment and financing package will not address the medium term financing requirements of the Group and accordingly the Company currently believes that it will require additional funding in the first quarter of 2013. However, the uncertain and volatile outlook in the UK economy results in difficulties in forecasting sales performance in the short and medium term and the achievability of the Group's business plan will be a critical factor in maintaining sufficient headroom on cash and covenants.

Whilst this additional funding is not committed, the further round of funding is expected to be provided through:

-- the subscription by Dick's for the Second Convertible Loan Notes in the aggregate principal amount of GBP20 million (which Dick's has the right (but not the obligation) to subscribe for under the terms of the Subscription Agreement);

-- a further share offering of new Ordinary Shares, to the extent permitted by law and regulation, to all of the Company's Shareholders to raise the aggregate sum of GBP5 million; and

-- the continued support of BoS and the second tranche of the Trade Loan, amounting to GBP6.6 million, being made available for drawdown by the Company following the successful completion of the further capital raising.

Importance of the Shareholder vote

The Subscription Resolutions must be passed by Shareholders at the General Meeting in order for the Subscription to proceed and, as the availability of the Amended BoS Facility and the Trade Loan are dependent upon the receipt of proceeds under the Subscription, in order for the Amended BoS Facility and the Trade Loan to become effective.

The Group's short-term cash flow forecasts indicate that the Group will not experience a funding shortfall before the expected date of receipt of the net proceeds of the Subscription on or around 27 April 2012. However, the headroom available to the Company in the period leading up to 27 April 2012 is limited and management must continue to carefully control its cash and available resources during this period.

If the Subscription Resolutions are not passed by Shareholders at the General Meeting and the Subscription does not proceed, the Company will be in default of the current BoS Facility immediately following the General Meeting, and the Amended BoS Facility and the Trade Loan will not become effective. In these circumstances, and in the absence of any other funding proposal, the Directors would be likely to conduct a formal sale process for the Company. However, if a purchaser cannot be found for the Company under the formal sale process, the Directors believe that the Company will not be able to continue to trade as a going concern which would result in the appointment of receivers, liquidators or administrators.

Accordingly, the Directors believe that the Subscription is in Shareholders' best interests and that it is very important that Shareholders vote in favour of the Subscription Resolutions so that the Subscription can proceed and, as a consequence, the Amended BoS Facility and the Trade Loan can come into effect.

If the Subscription Resolutions are passed and the Subscription proceeds, the proceeds of the strategic investment and financing package will not address the Company's medium term working capital requirements and the Directors believe that the Company will require further financing in the first quarter of 2013 (as described above).

Publication of Shareholder Circular and General Meeting

The Company will make copies of the Shareholder Circular and Annual Report and Accounts 2012 available on its website at www.jjbcorporate.co.uk later today. A General Meeting will be held at 3.00 p.m. on 26 April 2012 at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London, EC2A 2HS to consider and, if thought fit, to approve the Resolutions.

For further information, please contact:

Keith Jones

Dave Williams

JJB Sports plc

01942 221 400

Neil Bennett

Emma Burdett

Maitland

020 7379 5151

Heraclis Economides

Richard Thomas

Numis Securities Limited (joint financial adviser, broker and nominated adviser)

020 7260 1000

David McCorquodale

Alex Hartley

KPMG LLP (joint financial adviser)

020 7311 1000

A copy of this announcement can also be viewed on the JJB corporate website, www.jjbcorporate.co.uk. Neither the content of the JJB corporate website nor any website accessible by hyperlinks on the JJB corporate website is incorporated in, or forms part of, this announcement.

Numis Securities Limited is authorised and regulated by the Financial Services Authority in the United Kingdom and is acting as nominated adviser to the Company and no one else in relation to the matters referred to in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the same.

KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as joint financial adviser in relation to the matters referred to in this announcement and is not, and will not be, acting for any other person in relation to the same. KPMG LLP is not, and will not be, responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to any matters referred to in this announcement.

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 securities. 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.

The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "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, in or into the United States absent registration under, or an applicable exemption from the registration requirements of, the 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 securities referred to in this announcement in the United States.

Certain statements made in this announcement constitute forward-looking statements. Forward looking statements can be identified by the use of words such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions and relate to, among other things, the performance of the business of JJB in the near to medium term, the business strategy of JJB and its plans and objectives for future operations. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. Factors that might cause forward looking statements to differ materially from actual results, include among other things, general economic conditions in the United Kingdom. These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to compliance with applicable law, JJB

assumes no responsibility or obligation to update publicly or review any of the forward-looking statements.

Appendix - Definitions

 
 2011 Warrant Instrument    the warrant instrument dated 24 February 
                             2011 between the Company and the 2011 
                             Warrantholders 
 2011 Warrantholders        means IAML, Harris Associates, Crystal 
                             Amber, Bill and Melinda Gates Foundation 
                             Trust and GoldenPeaks Capital 
 2011 Warrants              the warrants issued on 24 February 2011 
                             to the 2011 Warrantholders pursuant to 
                             the 2011 Warrant Instrument 
 Annual Report and          the Company's annual report and accounts 
  Accounts 2012              for the 52 weeks ended 29 January 2012 
 adidas Group               adidas AG and its subsidiaries from time 
                             to time 
 AIM                        AIM, a market operated by the London 
                             Stock Exchange 
 Amended BoS Facility       the BoS Facility as amended by an amendment 
                             and restatement agreement dated 4 April 
                             2012 
 April 2011 Capital         the firm placing and placing and open 
  Raising                    offer involving the issue of 162.5 million 
                             new ordinary shares of 1 penny each at 
                             an issue price of 40 pence per new share, 
                             approved by the requisite number of members 
                             at a general meeting held on 26 April 
                             2011 
 BMGFT                      Bill & Melinda Gates Foundation Trust 
                             of 2365 Carillon Point, Kirkland, Washington, 
                             98033, USA 
 Board or Directors         the board of directors of the Company 
 BoS                        Bank of Scotland plc, a company incorporated 
                             in Scotland with registered number SC327000 
                             with its registered office at The Mound, 
                             Edinburgh, E1 5HP 
 BoS Facility               the GBP25 million secured working capital 
                             facility provided by BoS, pursuant to 
                             an agreement dated 3 April 2009 (as amended 
                             and/or amended and restated from time 
                             to time) 
 Code                       the City Code on the Takeovers and Mergers 
                             issued by the Panel 
 Company or JJB             JJB Sports plc, a public company incorporated 
                             in England & Wales with registered number 
                             01024895 with its registered office at 
                             Martland Park, Challenge Way, Wigan, 
                             Lancashire, WN5 0LD 
 Convertible Loan           the deed constituting the Convertible 
  Note Instrument            Loan Notes to be executed by the Company 
                             and Dick's 
 Convertible Loan           the First Convertible Loan Notes and 
  Notes                      the Second Convertible Loan Notes 
 Crystal Amber              Crystal Amber Fund Limited of Heritage 
                             Hall, Le Marchant St, 
                             St. Peter Port, GY1 4HY, Guernsey 
 CVA                        means the company voluntary arrangement 
                             set out in the CVA Document 
 CVA Document               means the document published by the Company 
                             and Blane Leisure Limited on 3 March 
                             2011 under Part I of the Insolvency Act 
                             1986 (as amended from time to time) 
 Dick's                     Dick's Sporting Goods, Inc. of 345 Court 
                             Street, Coraopolis, Pennsylvania, 150108, 
                             USA 
 Directors or Board         the board of directors of the Company 
 Existing Ordinary          the Ordinary Shares in issue at the date 
  Shares                     of the Shareholder Circular 
 First Convertible          the Junior Secured Convertible Loan Notes 
  Loan Notes                 to be issued to Dick's in the aggregate 
                             principal amount of GBP18.75 million 
                             on the terms and conditions of the Convertible 
                             Loan Note Instrument 
 General Meeting            the general meeting of the Company convened 
                             by the Notice of General Meeting to be 
                             held at 3.00 p.m. on 26 April 2012 at 
                             the offices of Herbert Smith LLP, Exchange 
                             House, Primrose Street, London, EC2A 
                             2HS 
 Group                      the Company and its subsidiary undertakings 
                             from time to time 
 Harris Associates          Harris Associates L.P. of Two North LaSalle 
                             Street, Suite 500, Chicago, Illinois, 
                             60602, USA 
 IAML                       Invesco Asset Management Limited, acting 
                             as agent for and on behalf of its discretionary 
                             managed clients, of 30 Finsbury Square, 
                             London, EC2A 1AG, UK 
 JJB or Company             JJB Sports plc, a public company incorporated 
                             in England & Wales with registered number 
                             01024895 with its registered office at 
                             Martland Park, Challenge Way, Wigan, 
                             Lancashire, WN5 0LD 
 London Stock Exchange      London Stock Exchange plc 
 New Ordinary Shares        the new Ordinary Shares to be issued 
                             by the Company pursuant to the Subscription 
                             and "New Ordinary Share" means one of 
                             them 
 Notice of General          the notice of General Meeting set out 
  Meeting                    at the back of the Shareholder Circular 
 Ordinary Shares            the ordinary shares of 1 pence each in 
                             the capital of the Company (including 
                             the Existing Ordinary Shares and the 
                             New Ordinary Shares) 
 Panel                      the Panel on Takeovers and Mergers 
 Relationship Agreement     the agreement to be entered into between 
                             the Company and Dick's following completion 
                             of the Subscription 
 Resolutions                the resolutions set out in the Notice 
                             of General Meeting 
 Rule 9                     Rule 9 of the Code 
 Second Convertible         means the Junior Secured Convertible 
  Loan Notes                 Loan Notes for which Dick's has the right 
                             (but not the obligation) to subscribe 
                             for up to an aggregate principal amount 
                             of GBP20 million on the terms and conditions 
                             of the Convertible Loan Note Instrument 
 Shareholder                any holder of Ordinary Shares 
 Shareholder Circular       the Company's circular to Shareholders 
                             dated 4 April 2012 
 Subscription               the issue of Warrant Shares, Subscription 
                             Shares and First Convertible Loan Notes 
                             on the terms of the Subscription Agreement 
                             and (in respect of the First Convertible 
                             Loan Notes) the Convertible Loan Note 
                             Instrument 
 Subscription Agreement     the subscription agreement entered into 
                             between the Company, IAML, Harris Associates, 
                             Crystal Amber, Gates Foundation and Dick's 
                             setting out the obligations of IAML, 
                             Harris Associates, Crystal Amber and 
                             Dick's to exercise the 2011 Warrants, 
                             subscribe for the Subscription Shares 
                             and the obligations of Dick's to subscribe 
                             for the First Convertible Loan Notes 
 Subscription Shares        the 89,787,106 New Ordinary Shares, being 
                             the aggregate number of Ordinary Shares 
                             to be issued to IAML, Harris Associates, 
                             Crystal Amber, BMGFT and Dick's pursuant 
                             to their subscription for new ordinary 
                             shares in the Subscription Agreement 
 Subscription Resolutions   Resolutions 1 to 4 set out in the Notice 
                             of General Meeting 
 Trade Loan                 the proposed loan of up to GBP15 million 
                             to be made available to the Company by 
                             adidas Group 
 United Kingdom or          the United Kingdom of Great Britain and 
  UK                         Northern Ireland 
  Warrant Shares             the 22,712,894 New Ordinary Shares, being 
                             the aggregate number of Ordinary Shares 
                             to be issued to IAML, Harris Associates, 
                             Crystal Amber and BMGFT through the exercise 
                             of the 2011 Warrants 
 

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