JD Sports Fashion Plc (LON:JD) has announced that it will commence a share buyback programme to purchase ordinary shares of £0.0005 each in the Company (the Shares) with an aggregate value of up to £100 million (the Programme). The Programme will therefore return up to £100 million to shareholders. The Programme will commence immediately today and is expected to complete no later than 31 July 2025.
JD Sports Fashion has entered into an irrevocable agreement (the Agreement) with Merrill Lynch International (BofA Securities) to undertake the Programme on the Company’s behalf, with BofA Securities making market purchases, as riskless principal, of the Shares on the London Stock Exchange. BofA Securities will make trading decisions under the Programme independently of the Company, subject to: (i) certain parameters agreed between BofA Securities and the Company prior to the commencement of the Programme pursuant to the Agreement; and (ii) the Company’s right to terminate the Agreement in certain customary circumstances. Any purchases of Shares contemplated by this announcement will be subject to the terms of the Agreement.
Shares acquired by BofA Securities under the Agreement will be sold on to the Company and will either be cancelled or held in treasury. The purpose of the Programme is to reduce the share capital of the Company. The maximum number of Shares that may be acquired under the Programme, as authorised by shareholders at the Company’s 2024 annual general meeting on 4 July 2024 (the 2024 Shareholder Authority), is 518,313,575, being the amount of the 2024 Shareholder Authority not yet utilised as at the date of this announcement. The 2024 Shareholder Authority will expire at the close of business on 31 July 2025 or on the conclusion of the Company’s 2025 annual general meeting, to be held on 2 July 2025, where the Company expects to seek renewal of the 2024 Shareholder Authority (the 2025 Shareholder Authority).
Any purchase of Shares under the Programme will be executed in accordance with JD Sports Fashion’s general authority to purchase Shares pursuant to the 2024 Shareholder Authority and the 2025 Shareholder Authority (subject to shareholder approval), the assimilated UK Market Abuse Regulation 596/2014 and the assimilated Commission Delegated Regulation (EU) 2016/1052 (in each case as incorporated into the law of the United Kingdom by the European Union (Withdrawal) Act 2018 (as amended)), and Chapter 9 of the UK Financial Conduct Authority’s UK Listing Rules.
Any purchase of Shares under the Programme will be announced by no later than 7.30 a.m. on the business day following the calendar day on which the relevant purchase occurred.
