Recommended Acquisition for N Brown Group Plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE ACQUISITION OR THE CONSIDERATION SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT, WHICH IS EXPECTED TO BE PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 October 2024
RECOMMENDED ACQUISITION
of
N BROWN GROUP PLC
by
FALCON 24 TOPCO LIMITED
(a company owned and controlled by Joshua Alliance),
to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Summary
· The board of directors of Falcon 24 Topco Limited ("Bidco") and the independent directors of N Brown Group plc ("N Brown") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, a newly formed company owned and controlled by Joshua Alliance, will acquire the entire issued and to be issued share capital of N Brown, other than the N Brown Shares already owned or controlled by Joshua Alliance. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· As at the close of business on the Latest Practicable Date, Joshua Alliance owned or controlled 30,943,800 N Brown Shares, representing approximately 6.6% of N Brown's issued share capital. In addition, as at the close of business on the Latest Practicable Date, the other members of the Alliance Family Concert Party were, in aggregate, interested in a further 249,915,491 N Brown Shares, representing approximately 53.4% of N Brown's issued share capital.
· Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix A to this announcement and to the full terms and conditions which will be set out in the Scheme Document, each N Brown Shareholder (other than Joshua Alliance) at the Scheme Record Time will be entitled to receive:
for each N Brown Share held: 40p in cash (the "Cash Offer")
· The Cash Offer values the entire issued and to be issued share capital of N Brown at approximately £191 million on a fully diluted basis.
· The Cash Offer represents a premium of approximately:
· 111.0% to the volume-weighted average closing price of 19.0p per N Brown Share for the 12-month period ended at the close of business on the Latest Practicable Date;
· 63.8% to the volume-weighted average closing price of 24.4p per N Brown Share for the 90-day period ended at the close of business on the Latest Practicable Date; and
· 48.1% to the closing price of 27.0p per N Brown Share as at the close of business on the Latest Practicable Date.
· As an alternative to the Cash Offer, Eligible N Brown Shareholders may elect to receive one unlisted ordinary share in the capital of Bidco (a "Consideration Share") for each N Brown Share. Such Consideration Shares will be issued on the terms described in paragraphs 13 and 14 of, and Appendix D to, this announcement.
· Eligible N Brown Shareholders will be able to elect for the Share Alternative in relation to all but not some only of their holdings of N Brown Shares (separate arrangements will be put in place for participants in the N Brown Share Schemes in accordance with Rule 15 of the Code). Eligible N Brown Shareholders who do not positively and validly elect to receive the Share Alternative, as well as Restricted N Brown Shareholders, will receive the cash consideration due under the Cash Offer only as consideration for the sale of all of their N Brown Shares. The key terms and conditions of the Share Alternative are summarised in paragraphs 13 and 14 of this announcement and a more detailed summary of the rights attaching to the Consideration Shares is set out in Appendix D to this announcement. The Consideration Shares will not be listed or transferable (subject to certain limited exceptions). An estimate by Investec (as financial adviser to Bidco) of the value of a Consideration Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, will be set out in a letter to be included in the Scheme Document, as required by Rule 24.11 of the Code.
· Following the Effective Date (and in any event within one month of the Effective Date), in order to facilitate the provision of additional working capital to the Bidco Group, Bidco will make an offer to Rollover Shareholders (the "Offer for Subscription") to subscribe for 8,333,333 new Bidco Ordinary Shares in aggregate, pro rata to their holdings of Consideration Shares, with an excess entitlements application facility being available to those Rollover Shareholders who wish to subscribe for more than their pro rata share of new Bidco Ordinary Shares. Details of the proposed terms of the Offer for Subscription are set out in paragraph 15 of, and in Appendix E to, this announcement.
· If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of N Brown Shares, Bidco reserves the right to reduce the consideration due pursuant to the Cash Offer (and, as the case may be, the consideration due under the Share Alternative) under the terms of the Acquisition at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances, N Brown Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
Background to and reasons for the Acquisition
· Bidco believes that, in light of N Brown's current shareholder structure and very low trading liquidity, and the limited UK fund manager appetite for small cap consumer stocks, N Brown is not benefitting from being listed on the AIM market, whilst having to bear significant costs associated with its listing.
· Furthermore, Bidco believes that the Acquisition presents an opportunity to acquire a portfolio of well-established fashion brands, supported by an innovative financial services platform that is currently under development, with a long history and heritage in the UK clothing and footwear market.
· Bidco believes that it can support N Brown in accelerating its long-term growth potential, and that it can provide, where needed, access to additional capital, expertise and resource to accelerate the longer-term potential of the business.
· Given Bidco's ambitions and the associated capital requirements of executing on its plans for N Brown, Bidco believes that N Brown is better able to achieve its growth potential as a private company than as a public company, taking into account the dynamics of the markets in which N Brown operates, and the broader competitive landscape.
· Bidco has confidence in N Brown's current executive team and its leadership. Bidco plans to support the existing executive team's strategy and intends to work with N Brown's current executive team to develop, enhance and implement that strategy following completion of the Acquisition.
· Bidco notes that Steve Johnson (interim chair and CEO) and Dominic Appleton (CFO), being each of the N Brown Independent Directors who holds N Brown Shares, have agreed to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares. Bidco believes that this demonstrates the confidence that the current executive team has in the future prospects of the N Brown Group.
Recommendation
· The N Brown Independent Directors believe that the Cash Offer represents an attractive opportunity for N Brown Shareholders to realise an immediate cash return at a significant premium to the recent trading price for all of their N Brown Shares.
· The N Brown Independent Directors, who have been so advised by Rothschild & Co as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the N Brown Independent Directors, Rothschild & Co has taken into account the commercial assessments of the N Brown Independent Directors. Rothschild & Co is providing independent financial advice to the N Brown Independent Directors for the purposes of Rule 3 of the Code.
· Accordingly, the N Brown Independent Directors intend to recommend unanimously that N Brown Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as those N Brown Independent Directors who are interested in N Brown Shares, have irrevocably undertaken to do in respect of their aggregate beneficial holdings of 984,742 N Brown Shares (representing approximately 0.2% of N Brown's issued share capital as at the close of business on the Latest Practicable Date).
· Steve Johnson (interim chair and CEO) and Dominic Appleton (CFO), being the only N Brown Independent Directors who are interested in N Brown Shares, have also irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares, as described in paragraph 6 of, and in Appendix C to, this announcement.
· Rothschild & Co are unable to advise the N Brown Independent Directors as to whether or not the financial terms of the Share Alternative are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Share Alternative for individual N Brown Shareholders, including, in terms of the advantages, in particular, the ability to participate in the future value creation of N Brown, and, in terms of the disadvantages, in particular, the terms of the Consideration Shares, including the fact that they are illiquid, the level of uncertainty in their future value and the potential dilution that would result if a Rollover Shareholder did not fund their pre-emptive entitlement pursuant to any further issue of securities by Bidco in the period following the Effective Date.
· Accordingly, the N Brown Independent Directors are unable to form an opinion as to whether or not the terms of the Share Alternative are fair and reasonable and are not making any recommendation to N Brown Shareholders as to whether or not they should elect for the Share Alternative.
· In considering the terms of the Share Alternative, Rothschild & Co and the N Brown Independent Directors have considered the key disadvantages and advantages of electing for the Share Alternative outlined below.
· Steve Johnson, interim chair and CEO, and Dominic Appleton, CFO, each of whom are N Brown Independent Directors, have each irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares.
· N Brown Shareholders are encouraged to take into account the risk factors and other investment considerations in respect of the Share Alternative outlined in paragraph 16, as well as their particular circumstances, when deciding whether to elect for the Share Alternative. N Brown Shareholders should also ascertain whether acquiring or holding Consideration Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Consideration Shares are a suitable investment in light of their own personal circumstances. Accordingly, N Brown Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Share Alternative. Any decision to elect for the Share Alternative should be based on independent financial, tax and legal advice and full consideration of this announcement and the Scheme Document (when published).
· Disadvantages of electing for the Share Alternative:
· upon the Effective Date, the Bidco Group will be controlled by members of the Alliance Family Concert Party (including Joshua Alliance). Following the Effective Date, members of the Alliance Family Concert Party would be interested in between approximately 77.9% and 99.3% of the voting rights in Bidco (the actual percentage will depend on take-up of the Share Alternative). Accordingly, while the Consideration Shares will carry voting rights at general meetings of Bidco and the right to vote on written resolutions of shareholders of Bidco, the Alliance Family Concert Party will be able to pass both ordinary and special resolutions without other Rollover Shareholders being able to block them. Rollover Shareholders not in the Alliance Family Concert Party will therefore have very limited influence over decisions made by Bidco in relation to its investment in N Brown or in any other business;
· the Consideration Shares comprise securities in an English private limited company, are unquoted and will not be listed or admitted to trading on any exchange or market for the trading of securities, and will therefore be illiquid;
· the Consideration Shares will have very limited transfer rights. They will not be transferable other than: (i) with the consent of the board of Bidco; (ii) in accordance with customary permitted transfer provisions; (iii) pursuant to customary drag-along and tag-along provisions; or (iv) by operation of law;
· the value of the Consideration Shares will at all times be uncertain and there can be no assurance that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Investec in the Scheme Document;
· future payments or other realisations of value in respect of Consideration Shares will not be guaranteed or secured and it is not anticipated that Bidco will declare or pay any distributions on any of the Consideration Shares so long as N Brown and any other entity in the Bidco Group has any secured debt outstanding;
· Joshua Alliance's subscription for 41,666,666 Bidco Ordinary Shares to part fund the Cash Consideration pursuant to the JA Subscription Agreement is made at 36p per Bidco Ordinary Share and Joshua Alliance's potential subscription for up to a further 27,777,777 Bidco Ordinary Shares pursuant to the JA Additional Subscription Option Agreement, which would also be made at 36p per Bidco Ordinary Share, will be dilutive to Rollover Shareholders;
· in relation to any further issues of securities (including the Offer for Subscription), if holders of Consideration Shares wish to avoid their percentage interest in Bidco being reduced by any such issue, they will need to invest further cash sums in the Bidco Group. In particular, Rollover Shareholders who do not elect to exercise their pre-emption rights or catch-up rights by investing the necessary cash sums in respect of any further issues of securities by the Bidco Group may suffer significant dilution in their percentage ownership;
· the right of Rollover Shareholders to participate in future issues of securities by the Bidco Group will also be subject to other important exceptions. For example:
· if Bidco introduces one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Bidco Group after the Effective Date that provide participants with an interest in securities in the Bidco Group, such issue(s) could potentially significantly dilute the Consideration Shares;
· the Bidco Group may not receive material cash sums on the issue of any such securities and the returns on any such securities may potentially be structured to increase their proportionate interest in the value of the Bidco Group if it increases in value (whether pursuant to a ratchet mechanism or otherwise); and
· the holders of Consideration Shares will not be entitled to participate in issues of securities by the Bidco Group in certain other cases, including in consideration for, or in connection with, its acquisition of other assets, companies or all or part of any other businesses or undertakings;
· the holders of Consideration Shares will not enjoy any minority protections or other rights, except for those rights prescribed by applicable law;
· holders of Consideration Shares may be required to sell their Consideration Shares under the terms of a "drag-along" provision in the Bidco Articles;
· the N Brown Shares are currently admitted to trading on AIM and N Brown Shareholders are afforded certain standards and protections under the AIM Rules, including in respect of disclosure, as a result. N Brown Shareholders who receive Consideration Shares (being unlisted securities in a private company) will not be afforded protections commensurate with those that they currently benefit from as shareholders in N Brown as a listed company. The Bidco Articles will not provide holders of Consideration Shares with information rights;
· there can be no certainty or guarantee as to the performance of the Bidco Group or the N Brown Group following the Effective Date and past performance cannot be relied upon as an indication of future performance or growth; and
· following the Effective Date, N Brown will remain subject to the risks associated with the industry in which it operates. Accordingly, Rollover Shareholders will continue to be exposed to such risk.
· Advantages of electing for the Share Alternative:
· the Share Alternative allows N Brown Shareholders to invest directly in Bidco, providing continued economic exposure to N Brown under private ownership, without the costs associated with being a public company;
· the Share Alternative allows N Brown Shareholders to participate in possible future value creation and may ultimately deliver greater value than the Cash Offer (although this cannot be guaranteed); and
· from completion of the Acquisition, the Consideration Shares will rank economically pari passu with the investment in Bidco by the Alliance Family Concert Party (including Joshua Alliance), and will carry pro rata entitlement to dividends, distributions and returns of capital (although these are not anticipated, as set out above, so long as N Brown and any other entity in the Bidco Group has any secured debt outstanding).
Background to and reasons for the recommendation
· N Brown has had an extensive and successful history, consistently serving the needs of its loyal customers since the foundation of JD Williams over a century ago. N Brown has been a public company for over 50 years.
· More recently, the business has faced more challenging market conditions and the impact of cost-of-living pressures that have been evident in customers' buying behaviour. Meanwhile, there have been changes to the capital structure of the business as a result of, and subsequent to N Brown's placing and open offer and admission to AIM that took place in 2020.
· The combined impact of recent macroeconomic headwinds, capital structure changes and reduced appetite for UK small-cap stocks have significantly reduced liquidity, with resultant impacts on N Brown's share price.
· N Brown has embarked on a strategy to transform and grow the business, enabled by a sustainable and efficient operating model, and its people and talent. This is underpinned by five strategic pillars:
1. Build a differentiated brand portfolio: build two multi-brand and category platforms, one for women (JD Williams) and one for men (Jacamo), as well as one inclusive fashion brand for young women (Simply Be).
2. Elevate the fashion and fintech proposition: elevate the fashion assortment, integrate the credit offer into the journey and create a credit brand.
3. Transform the customer experience: transform the customer experience, pre and post purchase, and drive conversion at checkout through a personalised experience.
4. Win with its target customer: grow the customer base through the existing core customer, high value lapsed customers and a new, younger generation.
5. Establish data as an asset to win: establish data as an asset to drive top-line and margin improvements.
· N Brown's executive team has already made significant progress in delivering this strategy. However, this will take time to deliver value and the executive team acknowledges that opportunities exist to accelerate N Brown's long-term growth potential, which may require additional capital. The N Brown Independent Directors note that Bidco believes that it can support N Brown in accelerating its long-term growth potential, including, where needed, access to additional capital.
· As N Brown continues its journey back to sustainable growth and unlocks the long-term potential of the business, its priority remains delivering its strategic transformation whilst providing an exceptional customer experience. The N Brown Independent Directors have confidence that the business' strategy for achieving this is the right one.
· N Brown is operating in a market and retail environment which continue to bring challenges, and where customer purchasing behaviour and expectations are constantly evolving. In this context, continued investment into driving its transformation forward with pace - allowing it to best deliver for its customer - is essential.
· To enable this, N Brown must ensure that it has a sustainable and efficient cost base, along with an operating model which gives flexibility, speed of response and puts the customer front and centre. In view of this, the N Brown Directors initiated an organisational review focused on both its operating costs and operating model, alongside work focused on supporting a cultural shift to align the business' values with its strategic goals, which has been carried out in participation with its employees.
· The review of the operating model is to ensure that the business is set up for future growth, puts the customer at the heart of everything it does and creates a workplace that empowers colleagues, supports development and drives performance. This includes establishing clear accountability at each stage of the customer journey and enhancing collaboration across the business. This work is ongoing.
· The operating costs review is part of ongoing activity to 'right-size' N Brown's cost base so it is both efficient and sustainable. The review identified the need to reduce operating costs in line with revenue performance to create the financial stability needed to put in place longer-term changes that will unlock the full potential of the business. This has resulted in a number of roles being put at risk of redundancy, including 105 roles proposed to exit the business by the end of October 2024 (98 in the business' head office and 7 within its supply chain hub). The N Brown Group intends to comply in full with its legal and regulatory obligations in connection with this process, which is wholly unrelated to (and was planned prior to) the discussions between Bidco and N Brown with respect to the Acquisition.
· N Brown also bears significant costs associated with being listed on AIM, with limited benefits given its current ownership structure and reduced liquidity.
· The N Brown Independent Directors note that, in particular, the Cash Offer represents:
· a very significant premium to the recent trading price of the N Brown Shares; and
· an implied N Brown enterprise value multiple of approximately 8.6x its adjusted EBITDA of £47.6 million for the year ended 2 March 2024, based on an enterprise value of £408 million (see Appendix B), which the N Brown Independent Directors believe is highly attractive relative to recent market precedent transactions.
· In addition to the financial terms of the Acquisition, in its evaluation of Bidco as a suitable owner of N Brown from the perspective of all stakeholders, the N Brown Independent Directors note the Alliance Family Concert Party's longstanding support of the business over many years.
· In considering the Acquisition, the N Brown Independent Directors have taken into account Bidco's stated intentions for the business and its employees. The N Brown Independent Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.
· N Brown Shareholders should be aware that the Alliance Family Concert Party currently holds in excess of 50% of N Brown Shares, which may enable members of the Alliance Family Concert Party to make further purchases of N Brown Shares and increase their holding in N Brown without triggering the requirement to make a mandatory offer pursuant to Rule 9 of the Code. The Alliance Family Concert Party already holds over 50% of the voting rights of N Brown, which gives it control of the company. As a result, the Alliance Family Concert Party could alter the strategic direction of N Brown's business and take other actions while N Brown remains a public company, should the Acquisition not become Effective.
· N Brown Shareholders should also take into account the importance of Frasers Group's voting power when making their assessment of whether to support the Acquisition. Although Frasers Group has not expressed an intention to do so, as a result of currently being interested in approximately 20.3% of N Brown's voting rights, in practice, Frasers Group may also be able to block certain resolutions of N Brown Shareholders (depending on the percentage of other N Brown Shareholders who cast a vote on such resolutions) while N Brown remains a public company, should the Acquisition not become Effective.
· After careful consideration together with its adviser Rothschild & Co, the N Brown Independent Directors believe that the Acquisition reflects the strength of the N Brown business today and its future prospects and that the Cash Offer provides an attractive opportunity for N Brown Shareholders to realise an immediate cash return at a significant premium to the recent trading price for all of their N Brown Shares.
Shareholder support
· In addition to the irrevocable undertakings received from the N Brown Independent Directors referred to above, Bidco has received irrevocable undertakings from a significant majority of the members of the Alliance Family Concert Party who are interested in N Brown Shares:
(i) in respect of all such persons other than the JA Decision-Making Shareholders, to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer); and
(ii) in respect of the JA Decision-Making Shareholders, to be bound by the terms of (but not to cast votes in favour of the resolutions proposed at the Court Meeting for the purposes of implementing) the Scheme and to vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer),
in each case, in respect of their aggregate beneficial holdings of 248,319,763 N Brown Shares (representing approximately 53.1% of N Brown's issued share capital as at the close of business on the Latest Practicable Date), being all of the N Brown Shares currently held by them. Those members of the Alliance Family Concert Party have also irrevocably undertaken to elect for the Share Alternative in respect of all of their N Brown Shares, as described in paragraph 6 of, and Appendix C to, this announcement.
· Bidco has also received an irrevocable undertaking from Frasers Group to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of all of the N Brown Shares owned or controlled by it, representing approximately 20.3% of N Brown's issued share capital and approximately 22.4% of the N Brown Shares eligible to vote at the Court Meeting (excluding for such purposes the N Brown Shares held by the JA Decision-Making Shareholders and by Joshua Alliance), in each case as at the close of business on the Latest Practicable Date. Frasers Group has also irrevocably undertaken not to elect for the Share Alternative in respect of all such N Brown Shares (and so will receive the cash consideration under the Cash Offer only, if the Acquisition becomes Effective).
· In aggregate, therefore, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of:
· the Scheme in respect of 331,102,236 N Brown Shares, representing approximately 70.8% of N Brown's issued share capital and approximately 78.2% of the N Brown Shares eligible to vote at the Court Meeting (excluding for such purposes the N Brown Shares held by the JA Decision-Making Shareholders and by Joshua Alliance), in each case as at the close of business on the Latest Practicable Date; and
· the Resolutions at the General Meeting in respect of 344,124,001 N Brown Shares, representing approximately 73.6% of N Brown's issued share capital as at the close of business on the Latest Practicable Date.
· Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in paragraph 6 of, and Appendix C to, this announcement.
Timetable and conditions
· The Scheme and Acquisition will be subject to the terms and conditions set out in this announcement and to be set out in full in the Scheme Document, including amongst other things the satisfaction or (where applicable) waiver of the Conditions and certain further terms referred to in Appendix A to this announcement. These include, in particular:
· the approval of the Scheme by a majority in number of, representing not less than 75% in value of the N Brown Shares voted by, Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (which, as noted above, will not include the JA Decision-Making Shareholders or Joshua Alliance);
· the approval of the Resolutions by the requisite majority of N Brown Shareholders at the General Meeting;
· the satisfaction of the FCA Change in Control Condition;
· the satisfaction of the GFSC Condition; and
· the sanction of the Scheme by the Court.
· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and the Form of Election, will be sent to N Brown Shareholders and (for information only) participants in the N Brown Share Schemes within 28 days of this announcement (or such later time as N Brown, Bidco and the Panel agree).
· The Acquisition is expected to become Effective in the first quarter of 2025, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
· Commenting on today's announcement, Joshua Alliance said:
"My family have been supporters of N Brown for over half a century, providing capital and having been involved in the strategic leadership of the business. I am delighted to continue that history. This transaction will support N Brown in accelerating its long-term growth potential and provide, where needed, access to additional capital, expertise and resource to accelerate the longer-term potential of the business. In the business' current cycle of evolution, we will be able to achieve this growth potential more successfully away from the public markets. I am excited about the opportunities created by this portfolio of well-established fashion brands, supported by an innovative financial services platform and its talented executive team and employees."
· Commenting on today's announcement, Steve Johnson, Interim Executive Chair and CEO of N Brown said:
"N Brown continues to consistently serve its loyal and otherwise underserved customers, with exciting long-term prospects for the business. We continue to deliver on our strategy for growth, enabled by a sustainable and efficient operating model, and supporting our people and talent. Today's announcement from Bidco will enable us to accelerate that strategy for the benefit of all our stakeholders. The N Brown Independent Directors are therefore unanimously intending to recommend it to our shareholders."
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms herein and set out in Appendix A to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix B to this announcement contains the sources and bases of certain information contained in this summary and the following announcement. Appendix C to this announcement contains details of the irrevocable undertakings received by Bidco. Appendix D to this announcement contains details of the Bidco Group and the Consideration Shares. Appendix E to this announcement contains details of the Offer for Subscription. Appendix F contains the definitions of certain terms used in this summary and the following announcement.
The person responsible for arranging the release of this announcement on behalf of N Brown is Christian Wells, Company Secretary. N Brown's Legal Entity Identifier is 213800QFPJQF2NUVAP09.
Enquiries
|
Investec (Financial Adviser to Bidco and Joshua Alliance) |
+44 (0) 20 7597 4000 |
|
N Brown |
+44 (0) 161 236 8256 |
|
Rothschild & Co (Lead Financial Adviser and Rule 3 Adviser to N Brown) |
+44 (0) 161 827 2800 |
|
Shore Capital (Financial Adviser, Nominated Adviser and Corporate Broker to N Brown) |
+44 (0) 20 7408 4090 |
Macfarlanes LLP is acting as legal adviser to Bidco and Joshua Alliance in connection with the Acquisition. Addleshaw Goddard LLP is acting as legal adviser to N Brown in connection with the Acquisition.
Further information
This announcement is for information purposes and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of N Brown in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). N Brown and Bidco urge N Brown Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.
Please be aware that addresses, electronic addresses and certain other information provided by N Brown Shareholders, persons with information rights and other relevant persons for the receipt of communications from N Brown may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c).
Investec, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser to Bidco and Joshua Alliance and no one else in connection with the Acquisition and will not be responsible to any person other than Bidco or Joshua Alliance for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Lead Financial Adviser and Rule 3 Adviser to N Brown exclusively and no one else in connection with the Acquisition and will not be responsible to anyone other than N Brown for providing the protections afforded to clients of N Brown nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.
Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively, "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as acting as Financial Adviser, Nominated Adviser and Corporate Broker to N Brown exclusively and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than N Brown for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to in this announcement. Neither Shore Capital nor any of their affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their N Brown Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of the Acquisition (including the Share Alternative) to N Brown Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the GFSC (in relation to the GFSC Condition), the FCA and the AIM Rules.
Additional information for US investors
The Acquisition is being made to acquire the shares of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its N Brown Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each N Brown Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
The Consideration Shares issued under the Share Alternative will not be registered under the US Securities Act of 1933 (the "Securities Act"). It is expected that the Consideration Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Consideration Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If the exemption afforded by Section 3(a)(10) is not available to Bidco, then Bidco expects to avail itself of another available exemption to the registration requirements under the Securities Act. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the Consideration Shares will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the Securities Act.
The Consideration Shares that may be issued pursuant to the Acquisition have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Share Alternative or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, N Brown Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco, Joshua Alliance and N Brown contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Joshua Alliance and N Brown about future events, and are, therefore, subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and N Brown, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "goal", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco, Joshua Alliance and N Brown believe that the expectations reflected in such forward-looking statements are reasonable, Bidco, Joshua Alliance and N Brown can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions, and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should, therefore, be construed in the light of such factors. Neither Bidco, Joshua Alliance nor N Brown, nor any of their respective associates or directors, members, managers, partners, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or the N Brown Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations, neither Bidco, Joshua Alliance nor N Brown is under any obligation, and Bidco, Joshua Alliance and N Brown expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or N Brown, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or N Brown, as appropriate.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining N Brown Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Joshua Alliance and/or Bidco may purchase N Brown Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, N Brown confirms that it has in issue 467,631,411 ordinary shares of 11 1/19p each. The ISIN for the shares is GB00B1P6ZR11. N Brown holds no shares in treasury.
Publication on website and hard copies
A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on N Brown's website at https://www.nbrown.co.uk/investors by no later than 12 noon (London time) on the Business Day following publication of this announcement. For the avoidance of doubt, the contents of any websites referred to in this announcement are not incorporated into and do not form part of this announcement.
N Brown Shareholders, persons with information rights and participants in the N Brown Share Schemes
In accordance with Rule 30.3 of the Code, N Brown Shareholders, persons with information rights and participants in N Brown Share Schemes may request a hard copy of this announcement (and any document or information incorporated into it by reference to another source) by contacting N Brown's registrars, Link Group, by writing to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling them during business hours on +44 (0)371 664 0300 or by emailing them at shareholderenquiries@linkgroup.co.uk. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference into this announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy form.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE ACQUISITION OR THE CONSIDERATION SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT, WHICH IS EXPECTED TO BE PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 October 2024
RECOMMENDED ACQUISITION
of
N BROWN GROUP PLC
by
FALCON 24 TOPCO LIMITED
(a company owned and controlled by Joshua Alliance),
to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
1 Introduction
The board of directors of Falcon 24 Topco Limited ("Bidco") and the independent directors of N Brown Group plc ("N Brown") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, a newly formed company owned and controlled by Joshua Alliance, will acquire the entire issued and to be issued share capital of N Brown, other than the N Brown Shares already owned or controlled by Joshua Alliance. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
As at the close of business on the Latest Practicable Date, Joshua Alliance owned or controlled 30,943,800 N Brown Shares, representing approximately 6.6% of N Brown's issued share capital. In addition, as at the close of business on the Latest Practicable Date, the other members of the Alliance Family Concert Party were, in aggregate, interested in a further 249,915,491 N Brown Shares, representing approximately 53.4% of N Brown's issued share capital.
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix A to this announcement and to the full terms and conditions which will be set out in the Scheme Document, each N Brown Shareholder (other than Joshua Alliance) at the Scheme Record Time will be entitled to receive:
for each N Brown Share held: 40p in cash (the "Cash Offer")
The Cash Offer values the entire issued and to be issued share capital of N Brown at approximately £191 million on a fully diluted basis.
The Cash Offer represents a premium of approximately:
· 111.0% to the volume-weighted average closing price of 19.0p per N Brown Share for the 12-month period ended at the close of business on the Latest Practicable Date;
· 63.8% to the volume-weighted average closing price of 24.4p per N Brown Share for the 90-day period ended at the close of business on the Latest Practicable Date; and
· 48.1% to the closing price of 27.0p per N Brown Share as at the close of business on the Latest Practicable Date.
As an alternative to the Cash Offer, Eligible N Brown Shareholders may elect to receive one unlisted ordinary share in the capital of Bidco (a "Consideration Share") for each N Brown Share. Such Consideration Shares will be issued on the terms described in paragraphs 13 and 14 of, and Appendix D to, this announcement.
Eligible N Brown Shareholders will be able to elect for the Share Alternative in relation to all but not some only of their holdings of N Brown Shares (separate arrangements will be put in place for participants in the N Brown Share Schemes in accordance with Rule 15 of the Code). Eligible N Brown Shareholders who do not positively and validly elect to receive the Share Alternative, as well as Restricted N Brown Shareholders, will receive the cash consideration due under the Cash Offer only as consideration for the sale of all of their N Brown Shares.
Following the Effective Date (and in any event within one month of the Effective Date), in order to facilitate the provision of additional working capital to the Bidco Group, Bidco will make an offer to Rollover Shareholders (the "Offer for Subscription") to subscribe for 8,333,333 new Bidco Ordinary Shares in aggregate, pro rata to their holdings of Consideration Shares, with an excess entitlements application facility being available to those Rollover Shareholders who wish to subscribe for more than their pro rata share of new Bidco Ordinary Shares. Details of the proposed terms of the Offer for Subscription are set out in paragraph 15 of, and in Appendix E to, this announcement.
Upon the Acquisition becoming Effective:
· on the basis of the irrevocable undertakings described in paragraph 6, and assuming that (i) all Eligible N Brown Shareholders who have not given irrevocable undertakings ("Other N Brown Shareholders") elect not to receive the Share Alternative; and (ii) Joshua Alliance exercises the option to subscribe for additional Bidco Ordinary Shares under the JA Additional Subscription Option Agreement in full:
· Joshua Alliance would hold approximately 28.6% of the Bidco Ordinary Shares;
· the other members of the Alliance Family Concert Party would hold approximately 70.7% of the Bidco Ordinary Shares; and
· the N Brown Independent Directors who have agreed to elect to receive the Share Alternative would hold approximately 0.7% of the Bidco Ordinary Shares (assuming that such N Brown Independent Directors receive the cash consideration payable under the Cash Offer rather than Consideration Shares in order to pay any tax liabilities arising on the vesting or exercise of their share awards under the N Brown Share Schemes and that income tax and employee National Insurance contributions will be due at a combined rate of 47%); and
· on the basis of the irrevocable undertakings described in paragraph 6, and assuming that (i) all Other N Brown Shareholders do elect to receive the Share Alternative and (ii) Joshua Alliance exercises the option to subscribe for additional Bidco Ordinary Shares under the JA Additional Subscription Option Agreement in full:
· Joshua Alliance would hold approximately 22.3% of the Bidco Ordinary Shares;
· the other members of the Alliance Family Concert Party would hold approximately 55.6% of the Bidco Ordinary Shares;
· the N Brown Independent Directors who have agreed to elect to receive the Share Alternative would hold approximately 0.5% of the Bidco Ordinary Shares (assuming that such N Brown Independent Directors receive the cash consideration payable under the Cash Offer rather than Consideration Shares in order to pay any tax liabilities arising on the vesting or exercise of their share awards under the N Brown Share Schemes and that income tax and employee National Insurance contributions will be due at a combined rate of 47%); and
· other Eligible N Brown Shareholders would hold approximately 21.6% of the Bidco Ordinary Shares.
The Share Alternative is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction (and so N Brown Shareholders in such jurisdictions will not be eligible to elect for the Share Alternative) and individual acceptances of the Share Alternative will be valid only if all regulatory approvals required by a N Brown Shareholder to acquire the Consideration Shares have been obtained.
For the purposes of Rule 24.11 of the Code, the Consideration Shares will be independently valued by Investec (as financial adviser to Bidco) and an estimate of the value of the Consideration Shares will be included in the Scheme Document. Further information about the Consideration Shares is set out in paragraphs 13 and 14 of, and Appendix D to, this announcement and will be included in the Scheme Document.
If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of N Brown Shares, Bidco reserves the right to reduce the consideration due pursuant to the Cash Offer (and, as the case may be, the consideration due under the Share Alternative) under the terms of the Acquisition at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances, N Brown Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
3 Background to and reasons for the Acquisition
Bidco believes that, in light of N Brown's current shareholder structure and very low trading liquidity, and the limited UK fund manager appetite for small cap consumer stocks, N Brown is not benefitting from being listed on the AIM market, whilst having to bear significant costs associated with its listing.
Furthermore, Bidco believes that the Acquisition presents an opportunity to acquire a portfolio of well-established fashion brands, supported by an innovative financial services platform that is currently under development, with a long history and heritage in the UK clothing and footwear market.
Bidco believes that it can support N Brown in accelerating its long-term growth potential, and that it can provide, where needed, access to additional capital, expertise and resource to accelerate the longer-term potential of the business.
Given Bidco's ambitions and the associated capital requirements of executing on its plans for N Brown, Bidco believes that N Brown is better able to achieve its growth potential as a private company than as a public company, taking into account the dynamics of the markets in which N Brown operates and the broader competitive landscape.
Bidco has confidence in N Brown's current executive team and its leadership. Bidco plans to support the existing executive team's strategy and intends to work with N Brown's current executive team to develop, enhance and implement that strategy following completion of the Acquisition.
Bidco notes that Steve Johnson (interim chair and CEO) and Dominic Appleton (CFO), being each of the N Brown Independent Directors who holds N Brown Shares, have agreed to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares. Bidco believes that this demonstrates the confidence that the current executive team has in the future prospects of the N Brown Group.
4 Recommendation
Acquisition and Cash Offer
The N Brown Independent Directors believe that the Cash Offer represents an attractive opportunity for N Brown Shareholders to realise an immediate cash return at a significant premium to the recent trading price for all of their N Brown Shares.
The N Brown Independent Directors, who have been so advised by Rothschild & Co as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the N Brown Independent Directors, Rothschild & Co has taken into account the commercial assessments of the N Brown Independent Directors. Rothschild & Co is providing independent financial advice to the N Brown Independent Directors for the purposes of Rule 3 of the Code.
Accordingly, the N Brown Independent Directors intend to recommend unanimously that N Brown Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as those N Brown Independent Directors who are interested in N Brown Shares have irrevocably undertaken to do in respect of their aggregate beneficial holdings of 984,742 N Brown Shares (representing approximately 0.2% of N Brown's issued share capital as at the close of business on the Latest Practicable Date). Steve Johnson (interim chair and CEO) and Dominic Appleton (CFO), being the only N Brown Independent Directors who are interested in N Brown Shares have also irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares, as described in paragraph 6 of, and Appendix C to, this announcement.
Share Alternative
Rothschild & Co are unable to advise the N Brown Independent Directors as to whether or not the financial terms of the Share Alternative are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Share Alternative for individual N Brown Shareholders, including, in terms of the advantages, in particular, the ability to participate in the future value creation of N Brown, and, in terms of the disadvantages, in particular, the terms of the Consideration Shares, including the fact that they are illiquid, the level of uncertainty in their future value and the potential dilution that would result if a Rollover Shareholder did not fund their pre-emptive entitlement pursuant to any further issue of securities by Bidco in the period following the Effective Date.
Accordingly, the N Brown Independent Directors are unable to form an opinion as to whether or not the terms of the Share Alternative are fair and reasonable and are not making any recommendation to N Brown Shareholders as to whether or not they should elect for the Share Alternative.
In considering the terms of the Share Alternative, Rothschild & Co and the N Brown Independent Directors have considered the key disadvantages and advantages of electing for the Share Alternative outlined below.
Steve Johnson, interim chair and CEO, and Dominic Appleton, CFO, each of whom are N Brown Independent Directors, have each irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares, as they each wish to hold an investment in N Brown and each of their personal circumstances mean that they are willing to hold an unlisted, non-transferrable instrument, and these factors outweigh the other disadvantages listed in paragraph 4 of this announcement.
N Brown Shareholders are encouraged to take into account the risk factors and other investment considerations in respect of the Share Alternative outlined in paragraph 16, as well as their particular circumstances, when deciding whether to elect for the Share Alternative. N Brown Shareholders should also ascertain whether acquiring or holding Consideration Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Consideration Shares are a suitable investment in light of their own personal circumstances. Accordingly, N Brown Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Share Alternative. Any decision to elect for the Share Alternative should be based on independent financial, tax and legal advice and full consideration of this announcement and the Scheme Document (when published).
Disadvantages of electing for the Share Alternative:
· upon the Effective Date, the Bidco Group will be controlled by members of the Alliance Family Concert Party (including Joshua Alliance). Following the Effective Date, members of the Alliance Family Concert Party would be interested in between approximately 77.9% and 99.3% of the voting rights in Bidco (the actual percentage will depend on take-up of the Share Alternative). Accordingly, while the Consideration Shares will carry voting rights at general meetings of Bidco and the right to vote on written resolutions of shareholders of Bidco, the Alliance Family Concert Party will be able to pass both ordinary and special resolutions without other Rollover Shareholders being able to block them. Rollover Shareholders not in the Alliance Family Concert Party will therefore have very limited influence over decisions made by Bidco in relation to its investment in N Brown or in any other business;
· the Consideration Shares comprise securities in an English private limited company, are unquoted and will not be listed or admitted to trading on any exchange or market for the trading of securities, and will therefore be illiquid;
· the Consideration Shares will have very limited transfer rights. They will not be transferable other than: (i) with the consent of the board of Bidco; (ii) in accordance with customary permitted transfer provisions; (iii) pursuant to customary drag-along and tag-along provisions; or (iv) by operation of law;
· the value of the Consideration Shares will at all times be uncertain and there can be no assurance that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Investec in the Scheme Document;
· future payments or other realisations of value in respect of Consideration Shares will not be guaranteed or secured and it is not anticipated that Bidco will declare or pay any distributions on any of the Consideration Shares so long as N Brown and any other entity in the Bidco Group has any secured debt outstanding;
· Joshua Alliance's subscription for 41,666,666 Bidco Ordinary Shares to part fund the Cash Consideration pursuant to the JA Subscription Agreement is made at 36p per Bidco Ordinary Share and Joshua Alliance's potential subscription for up to a further 27,777,777 Bidco Ordinary Shares pursuant to the JA Additional Subscription Option Agreement, which would also be made at 36p per Bidco Ordinary Share, will be dilutive to Rollover Shareholders;
· in relation to any further issues of securities (including the Offer for Subscription), if holders of Consideration Shares wish to avoid their percentage interest in Bidco being reduced by any such issue, they will need to invest further cash sums in the Bidco Group. In particular, Rollover Shareholders who do not elect to exercise their pre-emption rights or catch-up rights by investing the necessary cash sums in respect of any further issues of securities by the Bidco Group may suffer significant dilution in their percentage ownership;
· the right of Rollover Shareholders to participate in future issues of securities by the Bidco Group will also be subject to other important exceptions. For example:
· if Bidco introduces one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Bidco Group after the Effective Date that provide participants with an interest in securities in the Bidco Group, such issue(s) could potentially significantly dilute the Consideration Shares;
· the Bidco Group may not receive material cash sums on the issue of any such securities and the returns on any such securities may potentially be structured to increase their proportionate interest in the value of the Bidco Group if it increases in value (whether pursuant to a ratchet mechanism or otherwise); and
· the holders of Consideration Shares will not be entitled to participate in issues of securities by the Bidco Group in certain other cases, including in consideration for, or in connection with, its acquisition of other assets, companies or all or part of any other businesses or undertakings;
· the holders of Consideration Shares will not enjoy any minority protections or other rights, except for those rights prescribed by applicable law;
· holders of Consideration Shares may be required to sell their Consideration Shares under the terms of a "drag-along" provision in the Bidco Articles;
· the N Brown Shares are currently admitted to trading on AIM and N Brown Shareholders are afforded certain standards and protections under the AIM Rules, including in respect of disclosure, as a result. N Brown Shareholders who receive Consideration Shares (being unlisted securities in a private company) will not be afforded protections commensurate with those that they currently benefit from as shareholders in N Brown as a listed company. The Bidco Articles will not provide holders of Consideration Shares with information rights;
· there can be no certainty or guarantee as to the performance of the Bidco Group or the N Brown Group following the Effective Date and past performance cannot be relied upon as an indication of future performance or growth; and
· following the Effective Date, N Brown will remain subject to the risks associated with the industry in which it operates. Accordingly, Rollover Shareholders will continue to be exposed to such risk.
Advantages of electing for the Share Alternative:
· the Share Alternative allows N Brown Shareholders to invest directly in Bidco, providing continued economic exposure to N Brown under private ownership, without the costs associated with being a public company;
· the Share Alternative allows N Brown Shareholders to participate in possible future value creation and may ultimately deliver greater value than the Cash Offer (although this cannot be guaranteed); and
· from completion of the Acquisition, the Consideration Shares will rank economically pari passu with the investment in Bidco by the Alliance Family Concert Party (including Joshua Alliance), and will carry pro rata entitlement to dividends, distributions and returns of capital (although these are not anticipated, as set out above, so long as N Brown and any other entity in the Bidco Group has any secured debt outstanding).
AIM Rules Related Party Transaction
Bidco is an entity owned and controlled by Joshua Alliance, a non-executive director of N Brown. On the basis of Joshua Alliance's ownership of Bidco and the irrevocable undertakings provided by the Alliance Family Concert Party (which includes Lord David Alliance of Manchester CBE, a non-executive director of N Brown), the Acquisition, which is expected to be effected by way of the Scheme, is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules. The N Brown Independent Directors consider, having consulted with N Brown's Nominated Adviser, Shore Capital, that the terms of the Acquisition are fair and reasonable insofar as N Brown Shareholders are concerned.
5 Background to and reasons for the recommendation
N Brown has had an extensive and successful history, consistently serving the needs of its loyal customers since the foundation of JD Williams over a century ago. N Brown has been a public company for over 50 years.
More recently, the business has faced more challenging market conditions and the impact of cost-of-living pressures that have been evident in customers' buying behaviour. Meanwhile, there have been changes to the capital structure of the business as a result of, and subsequent to, N Brown's placing and open offer and admission to AIM that took place in 2020.
The combined impact of recent macroeconomic headwinds, capital structure changes and reduced appetite for UK small-cap stocks have significantly reduced liquidity, with resultant impacts on N Brown's share price.
N Brown has embarked on a strategy to transform and grow the business, enabled by a sustainable and efficient operating model, and its people and talent. This is underpinned by five strategic pillars:
1. Build a differentiated brand portfolio: build two multi-brand and category platforms, one for women (JD Williams) and one for men (Jacamo), as well as one inclusive fashion brand for young women (Simply Be).
2. Elevate the fashion and fintech proposition: elevate the fashion assortment, integrate the credit offer into the journey and create a credit brand.
3. Transform the customer experience: transform the customer experience, pre and post purchase, and drive conversion at checkout through a personalised experience.
4. Win with its target customer: grow the customer base through the existing core customer, high value lapsed customers and a new, younger generation.
5. Establish data as an asset to win: establish data as an asset to drive top-line and margin improvements.
N Brown's executive team has already made significant progress in delivering this strategy. However, this will take time to deliver value and the executive team acknowledges that opportunities exist to accelerate N Brown's long-term growth potential, which may require additional capital. The N Brown Independent Directors note that Bidco believes that it can support N Brown in accelerating its long-term growth potential, including, where needed, access to additional capital.
As N Brown continues its journey back to sustainable growth and unlocks the long-term potential of the business, its priority remains delivering its strategic transformation whilst providing an exceptional customer experience. The N Brown Independent Directors have confidence that the business' strategy for achieving this is the right one.
N Brown is operating in a market and retail environment which continue to bring challenges, and where customer purchasing behaviour and expectations are constantly evolving. In this context, continued investment into driving its transformation forward with pace - allowing it to best deliver for its customer - is essential.
To enable this, N Brown must ensure that it has a sustainable and efficient cost base, along with an operating model which gives flexibility, speed of response and puts the customer front and centre. In view of this, the N Brown Directors initiated an organisational review focused on both its operating costs and operating model, alongside work focused on supporting a cultural shift to align its values with the business' strategic goals, which has been carried out in participation with its employees.
The review of the operating model is to ensure that the business is set up for future growth, puts the customer at the heart of everything it does and creates a workplace that empowers colleagues, supports development and drives performance. This includes establishing clear accountability at each stage of the customer journey and enhancing collaboration across the business. This work is ongoing.
The operating costs review is part of ongoing activity to 'right-size' N Brown's cost base so it is both efficient and sustainable. The review identified the need to reduce operating costs in line with revenue performance to create the financial stability needed to put in place longer-term changes that will unlock the full potential of the business. This has resulted in a number of roles being put at risk of redundancy, including 105 roles proposed to exit the business by the end of October 2024 (98 in the business' head office and 7 within its supply chain hub). The N Brown Group intends to comply in full with its legal and regulatory obligations in connection with this process, which is wholly unrelated to (and was planned prior to) the discussions between Bidco and N Brown with respect to the Acquisition.
N Brown also bears significant costs associated with being listed on AIM, with limited benefits given its current ownership structure and reduced liquidity.
The N Brown Independent Directors note that, in particular, the Cash Offer represents:
· a very significant premium to the recent trading price of the N Brown Shares; and
· an implied N Brown enterprise value multiple of approximately 8.6x its adjusted EBITDA of £47.6 million for the year ended 2 March 2024, based on an enterprise value of £408 million (see Appendix B to this announcement), which the N Brown Independent Directors believe is highly attractive relative to recent market precedent transactions.
In addition to the financial terms of the Acquisition, in its evaluation of Bidco as a suitable owner of N Brown from the perspective of all stakeholders, the N Brown Independent Directors note the Alliance Family Concert Party's longstanding support of the business over many years.
In considering the Acquisition, the N Brown Independent Directors have taken into account Bidco's stated intentions for the business and its employees. The N Brown Independent Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.
N Brown Shareholders should be aware that the Alliance Family Concert Party currently holds in excess of 50% of N Brown Shares, which may enable members of the Alliance Family Concert Party to make further purchases of N Brown Shares and increase their holding in N Brown without triggering the requirement to make a mandatory offer pursuant to Rule 9 of the Code. The Alliance Family Concert Party already holds over 50% of the voting rights of N Brown, which gives it control of the company. As a result, the Alliance Family Concert Party could alter the strategic direction of N Brown's business and take other actions while N Brown remains a public company, should the Acquisition not become Effective.
N Brown Shareholders should also take into account the importance of Frasers Group's voting power when making their assessment of whether to support the Acquisition. Although Frasers Group has not expressed an intention to do so, as a result of currently being interested in approximately 20.3% of N Brown's voting rights, in practice, Frasers Group may also be able to block certain resolutions of N Brown Shareholders (depending on the percentage of other N Brown Shareholders who cast a vote on such resolutions) while N Brown remains a public company, should the Acquisition not become Effective.
After careful consideration together with its adviser Rothschild & Co, the N Brown Independent Directors believe that the Acquisition reflects the strength of the N Brown business today and its future prospects and that the Cash Offer provides an attractive opportunity for N Brown Shareholders to realise an immediate cash return at a significant premium to the recent trading price for all of their N Brown Shares.
6 Irrevocable undertakings
Alliance Family Concert Party
Bidco has received irrevocable undertakings from a significant majority of the members of the Alliance Family Concert Party who are interested in N Brown Shares:
(i) in respect of all such persons other than the JA Decision-Making Shareholders, to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer); and
(ii) in respect of the JA Decision-Making Shareholders, to be bound by the terms of (but not to cast votes in favour of the resolutions proposed at the Court Meeting for the purposes of implementing) the Scheme and to vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer),
in each case, in respect of their aggregate beneficial holdings of 248,319,763 N Brown Shares (representing approximately 53.1% of N Brown's issued share capital as at the close of business on the Latest Practicable Date), being all of the N Brown Shares currently held by them. Those members of the Alliance Family Concert Party have also irrevocably undertaken to elect for the Share Alternative in respect of all of their N Brown Shares, as described in paragraph 6 of, and Appendix C to, this announcement.
N Brown Independent Directors
Bidco has also received irrevocable undertakings from those N Brown Independent Directors who are interested in N Brown Shares to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of their aggregate beneficial holdings of 984,742 N Brown Shares, representing approximately 0.2% of N Brown's issued share capital as at the close of business on the Latest Practicable Date.
The N Brown Independent Directors who are interested in N Brown Shares have also irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares.
Other N Brown Shareholders
Bidco has also received an irrevocable undertaking from Frasers Group to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of all of the N Brown Shares owned or controlled by it, representing approximately 20.3% of N Brown's issued share capital and approximately 22.4% of the N Brown Shares eligible to vote at the Court Meeting (excluding for such purposes the N Brown Shares held by the JA Decision-Making Shareholders and by Joshua Alliance), in each case as at the close of business on the Latest Practicable Date. Frasers Group has also irrevocably undertaken not to elect for the Share Alternative in respect of all such N Brown Shares (and so will receive the cash consideration under the Cash Offer only, if the Acquisition becomes Effective).
In aggregate, therefore, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of:
· the Scheme in respect of 331,102,236 N Brown Shares, representing approximately 70.8% of N Brown's issued share capital and approximately 78.2% of the N Brown Shares eligible to vote at the Court Meeting (excluding for such purposes the JA Decision-Making Shareholders and by Joshua Alliance), in each case as at the close of business on the Latest Practicable Date; and
· the Resolutions at the General Meeting in respect of 344,124,001 N Brown Shares, representing approximately 73.6% of N Brown's issued share capital as at the close of business on the Latest Practicable Date.
Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix C to this announcement.
7 Information relating to Bidco and Joshua Alliance
Bidco
Bidco is a company incorporated under the laws of England and Wales. Bidco is wholly owned by Joshua Alliance and was formed for the purpose of implementing the Acquisition. Bidco has not traded or entered into any obligations other than in connection with the Acquisition.
Joshua Alliance
Joshua Alliance is a non-executive director of, and significant shareholder in, N Brown, having joined the board in December 2020. After graduating from Manchester University in 2011, and following experience working in other developing hi-tech businesses, Joshua joined N Brown in 2014. He was formerly Head of Business Innovation for J.D. Williams & Company Limited. Joshua is a non-executive director of and/or shareholder in a number of digitally-based public and private companies, including SimilarWeb, Moon Active, Sparkbeyond, EyeSpy360, Hexa, Woo.io, SeeTrue and Dropit Shopping.
8 Information relating to N Brown
N Brown is a top-10 UK clothing and footwear digital retail platform with a home proposition. Through a customer-first shopping experience, supported by an innovative financial services proposition, it offers choice, affordability and value to all its customers. Through its brands, including JD Williams, Simply Be and Jacamo, it serves customers of all sizes, ages and demographics. This allows it to be truly inclusive and accessible,
N Brown is headquartered in Manchester, where it designs, sources and creates many of its own products, and it employs around 1,700 people around the UK. It is a brand built in heritage and over its history, N Brown has consistently served the needs of its loyal customers. This loyalty has remained true as it has evolved its business from a catalogue service to a fully digital retailer.
Although N Brown is not itself regulated by the FCA, its subsidiary J.D. Williams & Company Limited is FCA-regulated. This means that satisfaction of the FCA Change in Control Condition is required in order for the Acquisition to proceed. N Brown is not regulated by the GFSC, but its subsidiary N.B. Insurance Guernsey Limited is licensed under the Guernsey IBL and regulated by the GFSC to carry on insurance business. This means that satisfaction of the GFSC Condition is required in order for the for the Acquisition to proceed.
9 Bidco's intentions in relation to N Brown
Bidco's strategic plans for N Brown
As set out in paragraph 3 above, Bidco believes that N Brown is a high quality, market-leading company in both men's and women's clothing and footwear, with an attractive portfolio of brands and a compelling proposition to its customers.
Joshua Alliance has spent a significant amount of time with N Brown's executive team, having been appointed as a non-executive director of N Brown and served on the N Brown board since December 2020. This has enabled him to evaluate the long term strategic and operational plans that the executive team has for N Brown.
N Brown is led by an experienced executive team with a clear vision and strategy for its future direction, which comprises the following strategic pillars:
· build a differentiated brand portfolio through JD Williams, Simply Be and Jacamo;
· elevate the fashion and fintech proposition;
· transform the customer experience;
· win with target customers; and
· establish data as an asset to win.
Bidco has also identified a number of initiatives that it believes would help N Brown accelerate its existing strategy, including:
· continued financial improvement initiatives, including the development of in-house financial services products;
· continuous investment in N Brown's e-commerce and fintech capabilities; and
· continued support for N Brown's executive and employee team.
Bidco holds the N Brown executive team in high regard and values their operational expertise and experience. Bidco intends to work with the existing executive team and employees of N Brown to support the business, with a view to providing attractive and sustained growth and development opportunities for N Brown's stakeholders.
Between these initiatives, alongside the reduction in costs relating to being a public company referred to below, and following management's existing long-term strategy to grow sales, Bidco believes that it can further enhance N Brown's performance.
Employees and executive team
Bidco greatly values the skills, knowledge and expertise of N Brown's current executive team.
Bidco attributes significant importance to the skills, experience and continued commitment of N Brown's current executive team, and views them and as a key factor in driving future growth in the business.
Bidco intends to continue the employment of both N Brown's Chief Executive Officer and its Chief Financial Officer. Bidco has faith in their leadership and has no plans to materially change their roles in the next twelve months.
Bidco understands that N Brown is in the process of undertaking a strategic review of its operational structures and processes, which may result in a reduction of headcount in certain areas, including pursuant to the ongoing redundancy process described in paragraph 5 above. Bidco is supportive of these actions and intends to continue with the strategic review and not reverse it.
Once N Brown ceases to be a listed company, some central management, corporate and support functions, including PLC-related functions, may be reduced in scope, which is likely to result in a limited reduction of headcount in these areas. Any such headcount reduction will be carried out in accordance with applicable law.
Bidco does not intend to make any material reduction to the headcount (other than as described above), or any material change to the conditions of employment or to the balance of skills and functions, of N Brown's employees or executive team.
Existing employment rights and pensions
Bidco believes that the expertise and experience of N Brown's employees are a key factor in its ongoing success.
Accordingly, Bidco intends that, following completion of the Acquisition, the existing contractual and statutory employment rights of all N Brown's executive team and employees, including with regard to pensions, will be fully safeguarded in accordance with applicable law.
Bidco does not intend to make any material changes to the conditions of employment or the balance of skills and functions of N Brown's employees as a result of the Acquisition.
N Brown operates the N Brown Group Pension Fund, a defined benefit occupational pension scheme, in the United Kingdom for the benefit of certain of its past and current employees. The N Brown Group Pension Fund is closed to new members and closed to future benefit accrual.
In addition, N Brown also operates other defined contribution pension arrangements in the UK for the benefit of its current employees.
Bidco recognises the importance of upholding N Brown's pension obligations and ensuring that all of N Brown's pension schemes, including the N Brown Group Pension Fund, are appropriately funded in accordance with statutory requirements and their governing documentation.
Bidco does not intend to make any change to the terms and conditions of N Brown's pension schemes and intends for the employer to continue making contributions in line with the current arrangements (unless otherwise agreed with the trustees of the N Brown Group Pension Fund).
Management incentive arrangements
Bidco has not entered into, and has not had any discussions on proposals to enter into, any form of incentive arrangements with members of N Brown's management. Bidco intends to put in place appropriate long-term incentive arrangements for N Brown's executive team following the completion of the Acquisition.
Headquarters and headquarter functions, locations, fixed assets and distribution centres
Bidco does not intend to undertake any material restructurings or change in the locations of N Brown's fixed assets or places of business beyond the ordinary course. Bidco does not intend to change the location or functions of N Brown's headquarters in Manchester.
Other Items
Owing to the nature of the business, N Brown has no research and development function. Bidco has no plans to change this.
Trading Facilities
N Brown is currently admitted to trading on AIM. As set out in paragraph 18, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of N Brown Shares on AIM and steps will be taken to re-register N Brown as a private company if the Acquisition becomes Effective.
No statement in this paragraph 9 constitutes a post-offer undertaking for the purposes of Rule 19.5 of the Code.
10 Financing
The cash consideration payable to N Brown Shareholders by Bidco under the terms of the Acquisition will be financed by Bidco through a combination of:
(a) a £15 million equity investment into Bidco by Joshua Alliance, which will be funded from Joshua Alliance's existing cash resources. Joshua Alliance's equity investment will be made pursuant to a subscription agreement between Joshua Alliance and Bidco (the "JA Subscription Agreement"); and
(b) a £15 million term facility (all of which is available to be used to fund the consideration) and an £85 million revolving facility (of which £60 million is available for the purpose of funding the consideration) provided by National Westminster Bank plc and HSBC UK Bank plc to Finco, a wholly-owned subsidiary of Bidco, the proceeds of which will be made available by Finco to Bidco; and
(c) an additional equity investment of up to £10 million into Bidco by Joshua Alliance, which will be funded from Joshua Alliance's existing cash resources. Joshua Alliance's additional equity investment (if made) will be made pursuant to an option agreement between Joshua Alliance and Bidco (the "JA Additional Subscription Option Agreement"). The JA Additional Subscription Option Agreement allows Joshua Alliance to call for the issue of further Bidco Ordinary Shares to himself at a Subscription Price of 36p per Bidco Ordinary Share at any time from the date of this announcement until the date falling 12 months after the Effective Date.
Joshua Alliance's shareholding in Bidco will increase significantly as a result of the JA Subscription Agreement and any subscription pursuant to the JA Additional Subscription Option Agreement.
Investec, in its capacity as financial adviser to Bidco and Joshua Alliance, confirms that it is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to N Brown Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
11 N Brown Share Schemes
Participants in the N Brown Share Schemes will be contacted regarding the effect of the Acquisition on their rights and appropriate proposals will be made to such participants in due course. Details of these proposals will be set out in the Scheme Document.
12 Offer-related and other relevant arrangements
Confidentiality Agreement
Bidco and N Brown have entered into a confidentiality agreement dated 15 August 2024, pursuant to which each of Bidco and N Brown has undertaken, amongst other things, to: (a) keep confidential information relating to the Acquisition and the other party and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (b) use the confidential information only in connection with the appraisal or evaluation of N Brown or considering, advising on, financing, negotiating or implementing the potential Acquisition. These confidentiality obligations remain in force for 18 months from the date of the Confidentiality Agreement.
Cooperation Agreement
Bidco and N Brown have entered into a cooperation agreement dated 17 October 2024, pursuant to which, among other things, Bidco and N Brown have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to any filings, submissions and notifications to be made in relation to regulatory clearances and authorisations.
The Cooperation Agreement records the parties' intentions to implement the Acquisition by way of Scheme, subject to the ability of Bidco to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel.
The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Acquisition does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional, the recommendation of the N Brown Independent Directors changes, or if the Acquisition is, with the permission of the Panel, withdrawn, terminated, or lapses in accordance with its terms prior to the Long-Stop Date.
In addition, Bidco may terminate the Cooperation Agreement on written notice to N Brown in certain circumstances, including where the N Brown Independent Directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Bidco to do so) their unanimous recommendation that N Brown Shareholders vote in favour of the Scheme or a competing proposal is recommended by the N Brown Independent Directors.
Pursuant to the terms of the Cooperation Agreement, Bidco has undertaken that it will deliver a notice in writing to N Brown no later than 11.59 p.m. on the Business Day prior to the Court Sanction Hearing confirming either: (i) the satisfaction or waiver of all Conditions (other than Condition 2.3); or (ii) if permitted by the Panel, that it intends to invoke a Condition.
The Cooperation Agreement also contains provisions that will apply in respect of the N Brown Share Schemes and certain other employee incentive arrangements.
JA Subscription Agreement
See paragraph 10 above.
Bank Account Charge
Bidco and Joshua Alliance and Candice Alliance (as nominees for Joshua Alliance) (together, the "Nominees") have entered into a bank account charge (the "Bank Account Charge") pursuant to which the Nominees have granted security over cash in a bank account to secure Joshua Alliance's obligations under the JA Subscription Agreement.
JA Additional Subscription Option Agreement
See paragraph 10 above.
JA Share Exchange Agreement
Bidco and Joshua Alliance have entered into a share exchange agreement dated 17 October 2024 (the "JA Share Exchange Agreement"), pursuant to which Joshua Alliance has agreed to transfer to Bidco, or procure the transfer to Bidco of, his N Brown Shares upon the Scheme becoming Effective (or, if Bidco elects to implement the Acquisition by way of Takeover Offer, upon the Takeover Offer becoming or being declared unconditional) (the "SEA Condition"). In consideration for such transfer, Bidco shall issue to Joshua Alliance 30,943,800 ordinary shares in the capital of Bidco.
The JA Share Exchange Agreement will terminate if (i) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of Takeover Offer or otherwise, (ii) the Takeover Offer lapses or is withdrawn; or (iii) the SEA Condition is not satisfied or waived prior to the date falling 56 days after the Long-Stop Date.
Reorganisation Agreement
See paragraph 2 of Appendix D to this announcement.
13 Share Alternative
Under the Share Alternative, Eligible N Brown Shareholders may elect, in respect of all but not some only of their N Brown Shares, to receive, instead of the cash consideration to which they are otherwise entitled under the Cash Offer:
for each N Brown Share held: 1 Consideration Share
Separate arrangements will be put in place for participants in the N Brown Share Schemes in accordance with Rule 15 of the Code.
Upon the Acquisition becoming Effective:
· on the basis of the irrevocable undertakings described in paragraph 6, and assuming that (i) all Eligible N Brown Shareholders who have not given irrevocable undertakings ("Other N Brown Shareholders") elect not to receive the Share Alternative; and (ii) Joshua Alliance exercises the option to subscribe for additional Bidco Ordinary Shares under the JA Additional Subscription Option Agreement in full:
· Joshua Alliance would hold approximately 28.6% of the Bidco Ordinary Shares;
· the other members of the Alliance Family Concert Party would hold approximately 70.7% of the Bidco Ordinary Shares; and
· the N Brown Independent Directors who have agreed to elect to receive the Share Alternative would hold approximately 0.7% of the Bidco Ordinary Shares (assuming that such N Brown Independent Directors receive the cash consideration payable under the Cash Offer rather than Consideration Shares in order to pay any tax liabilities arising on the vesting or exercise of their share awards under the N Brown Share Schemes and that income tax and employee National Insurance contributions will be due at a combined rate of 47%); and
· on the basis of the irrevocable undertakings described in paragraph 6, and assuming that (i) all Other N Brown Shareholders do elect to receive the Share Alternative and (ii) Joshua Alliance exercises the option to subscribe for additional Bidco Ordinary Shares under the JA Additional Subscription Option Agreement in full:
· Joshua Alliance would hold approximately 22.3% of the Bidco Ordinary Shares;
· the other members of the Alliance Family Concert Party would hold approximately 55.6% of the Bidco Ordinary Shares;
· the N Brown Independent Directors who have agreed to elect to receive the Share Alternative would hold approximately 0.5% of the Bidco Ordinary Shares (assuming that such N Brown Independent Directors receive the cash consideration payable under the Cash Offer rather than Consideration Shares in order to pay any tax liabilities arising on the vesting or exercise of their share awards under the N Brown Share Schemes and that income tax and employee National Insurance contributions will be due at a combined rate of 47%); and
· other Eligible N Brown Shareholders would hold approximately 21.6% of the Bidco Ordinary Shares.
The Share Alternative is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction (and so N Brown Shareholders in such jurisdictions will not be eligible to elect for the Share Alternative) and individual acceptances of the Share Alternative will be valid only if all regulatory approvals required by a N Brown Shareholder to acquire the Consideration Shares have been obtained.
The Consideration Shares have not been, and will not be, registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States, and will not be listed on any stock exchange in the United States and may not be offered or sold in the United States absent registration or an available exemption, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, they will not be issued to N Brown Shareholders unless Bidco considers that they may be so issued pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act or another available exemption under the Securities Act.
Where Bidco reasonably believes that an election for the Share Alternative by any N Brown Shareholder may result in a requirement for a registration or qualification under the Securities Act or any other securities laws in any state or territory or other jurisdiction of the United States, Bidco will have the right to deem that such N Brown Shareholder has not elected for the Share Alternative and such N Brown Shareholder will instead receive cash consideration in respect of the N Brown Shares which were subject to such an election in accordance with the terms of the Cash Offer.
The issue of any Consideration Shares pursuant to the Share Alternative will be subject to the Conditions and further terms set out in Appendix A to this announcement and to be set out in the Scheme Document.
For the purposes of Rule 24.11 of the Code, Investec, as financial adviser to Bidco, will provide an estimate of the value of a Consideration Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.
If the Acquisition becomes Effective, N Brown Shareholders who do not positively and validly elect to receive the Share Alternative, as well as Restricted N Brown Shareholders, will receive the cash consideration due under the Cash Offer only as consideration for the sale of all of their N Brown Shares.
Further details regarding Bidco and the Consideration Shares are set out in paragraphs 14 and 16 of, and in Appendix D to, this announcement.
14 Summary of Consideration Shares
A summary of the key rights and restrictions attaching to the Consideration Shares is set out in Appendix D to this announcement.
15 Offer for Subscription
Following the Effective Date (and in any event within one month of the Effective Date), in order to facilitate the provision of additional working capital to the Bidco Group, Bidco will make an offer (the "Offer for Subscription") to Rollover Shareholders to subscribe for new Bidco Ordinary Shares ("Subscription Shares") pro rata to their holdings of Consideration Shares, with an excess entitlements application facility being available to those Rollover Shareholders who wish to subscribe for more than their pro rata share of new Bidco Ordinary Shares. The total number of Subscription Shares to be offered pursuant to the Offer for Subscription shall be 8,333,333 and such Subscription Shares shall be offered at an issue price of 36p per Subscription Share (being the same price at which Joshua Alliance will subscribe for Bidco Ordinary Shares under the JA Subscription Agreement). If the Offer for Subscription is fully subscribed, it will raise gross proceeds of approximately £3.0 million.
All of the members of the Alliance Family Concert Party (other than Joshua Senior) who have irrevocably undertaken to elect for the Share Alternative in respect of all of their N Brown Shares, as described in paragraph 6 of, and Appendix C to, this announcement, have indicated that they do not intend to subscribe for Subscription Shares pursuant to the Offer for Subscription.
Further details of the proposed terms of the Offer for Subscription are set out in Appendix E to this announcement.
16 Risk factors and other investment considerations in respect of the Share Alternative
The attention of Eligible N Brown Shareholders who may be considering electing for the Share Alternative is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include, among others, the following:
(a) upon the Effective Date, the Bidco Group will be controlled by members of the Alliance Family Concert Party (including Joshua Alliance). Following the Effective Date, members of the Alliance Family Concert Party would be interested in between approximately 77.9% and 99.3% of the voting rights in Bidco (the actual percentage will depend on take-up of the Share Alternative). Accordingly, while the Consideration Shares will carry voting rights at general meetings of Bidco and the right to vote on written resolutions of shareholders of Bidco, the Alliance Family Concert Party will be able to pass both ordinary and special resolutions without other Rollover Shareholders being able to block them. Rollover Shareholders not in the Alliance Family Concert Party will therefore have very limited influence over decisions made by Bidco in relation to its investment in N Brown or in any other business;
(b) the Consideration Shares comprise securities in an English private limited company, are unquoted and will not be listed or admitted to trading on any exchange or market for the trading of securities, and will therefore be illiquid;
(c) the Consideration Shares will have very limited transfer rights. They will not be transferable other than: (i) with the consent of the board of Bidco; (ii) in accordance with customary permitted transfer provisions; (iii) pursuant to customary drag-along and tag-along provisions; or (iv) by operation of law;
(d) the value of the Consideration Shares will at all times be uncertain and there can be no assurance that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Investec in the Scheme Document;
(e) future payments or other realisations of value in respect of Consideration Shares will not be guaranteed or secured and it is not anticipated that Bidco will declare or pay any distributions on any of the Consideration Shares so long as N Brown and any other entity in the Bidco Group has any secured debt outstanding;
(f) Joshua Alliance's subscription for 41,666,666 Bidco Ordinary Shares to part fund the Cash Consideration pursuant to the JA Subscription Agreement is made at 36p per Bidco Ordinary Share and Joshua Alliance's potential subscription for up to a further 27,777,777 Bidco Ordinary Shares pursuant to the JA Additional Subscription Option Agreement, which would also be made at 36p per Bidco Ordinary Share, will be dilutive to Rollover Shareholders;
(g) in relation to any further issues of securities (including the Offer for Subscription), if holders of Consideration Shares wish to avoid their percentage interest in Bidco being reduced by any such issue, they will need to invest further cash sums in the Bidco Group. In particular, Rollover Shareholders who do not elect to exercise their pre-emption rights or catch-up rights by investing the necessary cash sums in respect of any further issues of securities by the Bidco Group may suffer significant dilution in their percentage ownership;
(h) the right of Rollover Shareholders to participate in future issues of securities by the Bidco Group will also be subject to other important exceptions. For example:
(i) if Bidco introduces one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Bidco Group after the Effective Date that provide participants with an interest in securities in the Bidco Group, such issue(s) could potentially significantly dilute the Consideration Shares;
(ii) the Bidco Group may not receive material cash sums on the issue of any such securities and the returns on any such securities may potentially be structured to increase their proportionate interest in the value of the Bidco Group if it increases in value (whether pursuant to a ratchet mechanism or otherwise); and
(iii) the holders of Consideration Shares will not be entitled to participate in issues of securities by the Bidco Group in certain other cases, including in consideration for, or in connection with, its acquisition of other assets, companies or all or part of any other businesses or undertakings;
(i) the holders of Consideration Shares will not enjoy any minority protections or other rights, except for those rights prescribed by applicable law;
(j) holders of Consideration Shares may be required to sell their Consideration Shares under the terms of a "drag-along" provision in the Bidco Articles;
(k) the N Brown Shares are currently admitted to trading on AIM and N Brown Shareholders are afforded certain standards and protections under the AIM Rules, including in respect of disclosure, as a result. N Brown Shareholders who receive Consideration Shares (being unlisted securities in a private company) will not be afforded protections commensurate with those that they currently benefit from as shareholders in N Brown as a listed company. The Bidco Articles will not provide holders of Consideration Shares with information rights;
(l) there can be no certainty or guarantee as to the performance of the Bidco Group or the N Brown Group following the Effective Date and past performance cannot be relied upon as an indication of future performance or growth; and
(m) following the Effective Date, N Brown will remain subject to the risks associated with the industry in which it operates. Accordingly, Rollover Shareholders will continue to be exposed to such risk.
Further information relating to the Bidco Group and the Consideration Shares is set out in Appendix D to this announcement.
17 Structure of and conditions to the Acquisition
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between N Brown and the Scheme Shareholders under Part 26 of the Companies Act. The procedure involves, among other things, an application by N Brown to the Court to sanction the Scheme.
The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of N Brown (other than the N Brown Shares already owned or controlled by Joshua Alliance, which will be acquired by Bidco pursuant to the JA Share Exchange Agreement).
This is to be achieved by the transfer of N Brown Shares to Bidco, in consideration for which N Brown Shareholders will receive the cash consideration due under the Cash Offer or (subject to valid elections by Eligible N Brown Shareholders) Consideration Shares on the terms and conditions set out in paragraph 2 of this announcement, in each case to be effected pursuant to the Scheme. The transfer to Bidco of the N Brown Shares pursuant to the Scheme, together with the transfer to Bidco of the N Brown Shares owned or controlled by Joshua Alliance pursuant to the JA Share Exchange Agreement, is intended to result in N Brown becoming a wholly-owned subsidiary of Bidco.
Conditions to the Acquisition
The Acquisition will be subject to the Conditions and certain further terms referred to in Appendix A to this announcement and to be set out in the Scheme Document when issued. In particular, the Scheme will become Effective only if, among other things, the following events occur on or before 11.59 pm (London time) on the Long-Stop Date:
(a) a resolution to approve the Scheme is passed by a majority in number of, representing not less than 75% in value of the N Brown Shares voted by, Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy;
(b) the Resolutions are passed by the requisite majority of N Brown Shareholders at the General Meeting;
(c) the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and N Brown); and
(d) following the sanction by the Court, a copy of the Scheme Court Order is delivered to the Registrar of Companies.
Additionally, the Scheme will lapse if, amongst other things:
(a) the Court Meeting and/or General Meeting are not held on or before the 22nd day after the expected date of such meetings, which will be set out in the Scheme Document in due course (or such later date, if any: (i) as Bidco and N Brown may agree; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow);
(b) the Court Sanction Hearing is not held on or before the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date, if any: (i) as Bidco and N Brown may agree; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow); or
(c) the Scheme does not become Effective on or before 11.59 pm (London time) on the Long-Stop Date.
Bidco considers each of the FCA Change in Control Condition and the GFSC Condition to be of material significance to it in the context of the Acquisition. If the FCA Change in Control Condition is not satisfied on completion of the Acquisition, Bidco and the other members of the Bidco Group would be in breach of applicable UK law and regulations, which carries potential regulatory and criminal law consequences. If the GFSC Condition is not satisfied on completion of the Acquisition, Bidco and the other members of the Bidco Group would be in breach of applicable Guernsey law and regulations, which carries potential regulatory and criminal law consequences. Accordingly, N Brown Shareholders should be aware that Bidco may seek to invoke either of the Regulatory Conditions if it is not satisfied in accordance with its terms as at the relevant date. Bidco has further agreed with N Brown under the terms of the Cooperation Agreement to use all reasonable endeavours to satisfy each Regulatory Condition.
Bidco may invoke a Condition so as to cause the Acquisition not to proceed, lapse or to be withdrawn only with the consent of the Panel. Certain Conditions are not subject to this requirement. Further details are set out in Part B of Appendix A to this announcement.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of N Brown Shares will cease to be valid and entitlements to N Brown Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Code, the consideration for the transfer of the Scheme Shares to Bidco (pursuant to the Cash Offer or the Share Alternative, as applicable) will be despatched within 14 days of the Effective Date.
Any N Brown Shares (other than any Excluded Shares) issued before the Scheme Record Time which remain in issue at the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other things, provide that N Brown's articles of association be amended to incorporate provisions requiring, among other things and subject to the Scheme becoming Effective, any N Brown Shares issued or transferred after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco (or as Bidco may direct) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of N Brown's articles of association (as amended) will avoid any person (other than Bidco, its nominees and any person to whom Bidco may direct the transfer of N Brown Shares after the Effective Date) holding and retaining N Brown Shares after the Effective Date.
Following the Acquisition becoming Effective, and following completion of the JA Share Exchange Agreement, Bidco intends to transfer the entire issued share capital of N Brown to Finco, its wholly-owned indirect subsidiary pursuant to the terms of the Reorganisation Agreement summarised in paragraph 12 above. Further details will be set out in the Scheme Document.
If the Scheme does not become Effective on or before 11.59 pm (London time) on the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless Bidco and N Brown otherwise agree and the Panel otherwise consents).
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by N Brown Shareholders. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and the Form of Election, will be sent to N Brown Shareholders and (for information only) participants in the N Brown Share Schemes within 28 days of this announcement (or such later time as N Brown, Bidco and the Panel agree). The Acquisition is expected to become Effective in the first quarter of 2025, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
18 Delisting and re-registration
It is intended that an application will be made to the London Stock Exchange for the cancellation of trading of the N Brown Shares on AIM, with effect shortly following the Effective Date.
The last day for dealings in N Brown Shares on AIM is expected to be the last Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 pm (London time) on that date. It is also intended that, following the Effective Date, N Brown will be reregistered as a private limited company under the relevant provisions of the Companies Act.
19 Disclosure of interests in N Brown relevant securities
Except for the irrevocable undertakings referred to in paragraph 6 above, or as disclosed below, as at close of business on the Latest Practicable Date, neither Bidco, nor any of the directors of Bidco or any member of the Bidco Group, nor, so far as the directors of Bidco are aware, any person acting in concert with Bidco for the purposes of the Acquisition had any interest in, right to subscribe for, or had borrowed or lent any N Brown Shares or securities convertible or exchangeable into N Brown Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to N Brown Shares or in relation to any securities convertible or exchangeable into N Brown Shares.
|
Name |
Number of N Brown Shares held |
Percentage of N Brown's issued share capital as at the close of business on the Latest Practicable Date |
|
Lord David Alliance of Manchester CBE |
156,231,151 |
33.41
|
|
Joshua Alliance
|
30,943,800
|
6.62
|
|
Nigel Alliance OBE
|
22,600,552
|
4.83
|
|
Lady Homa Alliance
|
17,440,000
|
3.73
|
|
Joshua Senior |
16,403,508
|
3.51
|
|
Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of The Alliance 1994 Settlement |
7,600,000
|
1.63
|
|
Northern Counties Securities Limited (a company controlled by Lord David Alliance of Manchester CBE) |
6,169,889
|
1.32
|
|
Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 1 Children's Settlement |
4,902,452 |
1.05
|
|
Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 2 Children's Settlement |
752,393 |
0.16 |
|
Alliance Family Foundation Limited (a charitable foundation controlled by Lord David Alliance of Manchester CBE and Sara Esterkin) |
4,517,237
|
0.97
|
|
Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of The Alliance 1997 Settlement |
3,619,047
|
0.77
|
|
Sara Esterkin
|
2,129,071
|
0.46
|
|
Finemere Limited (a company controlled by Nigel Alliance OBE) |
2,053,464
|
0.44
|
|
Lord David Alliance of Manchester CBE and David Alliance & Sons Limited (a company controlled by Lord David Alliance of Manchester OBE), as trustees of the Sir David Alliance Children's Trust |
1,866,429
|
0.40
|
|
Allan D. Sturrock and Eugene Esterkin, as executors of Alma Bettie Alliance |
1,595,728 |
0.34 |
|
Victoria Alliance
|
814,285
|
0.17
|
|
Victoria Alliance and Brian White, as trustees of a Discretionary Settlement relating to Nigel & Victoria Alliance's children |
622,924
|
0.13
|
|
The Anglo-Eastern Trust Limited (a company controlled by Lord David Alliance of Manchester CBE) |
468,210
|
0.10
|
|
Victoria Alliance and Brian White, as trustees of Mr M Alliance Trust 1982 |
124,854
|
0.03
|
|
Nigel Alliance OBE, as trustee of the Mrs V Settlement
|
4,297
|
0.00
|
The beneficiaries of the trusts and settlements referred to above are members of the wider Alliance family.
20 Overseas shareholders
The availability of the Acquisition (including the Share Alternative) and the distribution of this announcement to N Brown Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. N Brown Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. N Brown Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy and Form of Election once these have been dispatched.
21 Documents published on a website
Copies of the following documents will, by no later than 12 noon (London time) on the first Business Day following the date of this announcement, be published on N Brown's website at https://www.nbrown.co.uk/investors until the end of the offer period:
(a) this announcement;
(b) the irrevocable undertakings referred to in paragraph 6 above;
(c) the documents relating to the financing of the Acquisition referred to in paragraph 10 above, including the JA Subscription Agreement and the JA Additional Subscription Option Agreement;
(d) the Bidco Articles;
(e) the Confidentiality Agreement described in paragraph 12 above;
(f) the Cooperation Agreement described in paragraph 12 above;
(g) the Bank Account Charge described in paragraph 12 above;
(h) the JA Share Exchange Agreement described in paragraph 12 above;
(i) the Reorganisation Agreement described in paragraph 12 above; and
(j) the consent letters from each of Investec, Rothschild & Co and Shore Capital referred to in paragraph 22 below.
22 General
Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Cooperation Agreement). In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90% of the N Brown Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide, being in any case more than 50% of the N Brown Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities law). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient N Brown Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding N Brown Shares to which such offer relates.
The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the GFSC (in relation to the GFSC Condition), the AIM Rules and the FCA.
Each of Investec, Rothschild & Co and Shore Capital has given and not withdrawn its consent to the inclusion in this announcement of references to its name in the form and context in which it appears.
The Acquisition will be subject to the Conditions and certain further terms set out herein and in Appendix A to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix B to this announcement contains the sources and bases of certain information contained in this announcement. Appendix C to this announcement contains details of irrevocable undertakings received by Bidco. Appendix D to this announcement contains details of the Bidco Group and the Consideration Shares. Appendix E to this announcement contains details of the Offer for Subscription. Appendix F contains the definitions of certain terms used in this announcement.
It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and the Form of Election, will be sent to N Brown Shareholders and (for information only) participants in the N Brown Share Schemes within 28 days of this announcement (or such later time as N Brown, Bidco and the Panel agree).
The person responsible for arranging the release of this announcement on behalf of N Brown is Christian Wells, Company Secretary. N Brown's Legal Entity Identifier is 213800QFPJQF2NUVAP09.
Enquiries
|
Investec (Financial Adviser to Bidco and Joshua Alliance) |
+44 (0) 20 7597 4000 |
|
N Brown |
+44 (0) 161 236 8256 |
|
Rothschild & Co (Lead Financial Adviser and Rule 3 Adviser to N Brown) |
+44 (0) 161 827 2800 |
|
Shore Capital (Financial Adviser, Nominated Adviser and Corporate Broker to N Brown) |
+44 (0) 20 7408 4090 |
Macfarlanes LLP is acting as legal adviser to Bidco and Joshua Alliance in connection with the Acquisition. Addleshaw Goddard LLP is acting as legal adviser to N Brown in connection with the Acquisition.
Further information
This announcement is for information purposes and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of N Brown in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). N Brown and Bidco urge N Brown Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.
Please be aware that addresses, electronic addresses and certain other information provided by N Brown Shareholders, persons with information rights and other relevant persons for the receipt of communications from N Brown may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c).
Investec, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser to Bidco and Joshua Alliance and no one else in connection with the Acquisition and will not be responsible to any person other than Bidco or Joshua Alliance for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Lead Financial Adviser and Rule 3 Adviser to N Brown exclusively and no one else in connection with the Acquisition and will not be responsible to anyone other than N Brown for providing the protections afforded to clients of N Brown nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.
Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively, "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as acting as Financial Adviser, Nominated Adviser and Corporate Broker to N Brown exclusively and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than N Brown for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to in this announcement. Neither Shore Capital nor any of their affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their N Brown Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of the Acquisition (including the Share Alternative) to N Brown Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the GFSC (in relation to the GFSC Condition), the FCA and the AIM Rules.
Additional information for US investors
The Acquisition is being made to acquire the shares of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its N Brown Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each N Brown Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
The Consideration Shares issued under the Share Alternative will not be registered under the US Securities Act of 1933 (the "Securities Act"). It is expected that the Consideration Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Consideration Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If the exemption afforded by Section 3(a)(10) is not available to Bidco, then Bidco expects to avail itself of another available exemption to the registration requirements under the Securities Act. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the Consideration Shares will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the Securities Act.
The Consideration Shares that may be issued pursuant to the Acquisition have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Share Alternative or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, N Brown Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco, Joshua Alliance and N Brown contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Joshua Alliance and N Brown about future events, and are, therefore, subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and N Brown, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "goal", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco, Joshua Alliance and N Brown believe that the expectations reflected in such forward-looking statements are reasonable, Bidco, Joshua Alliance and N Brown can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions, and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should, therefore, be construed in the light of such factors. Neither Bidco, Joshua Alliance nor N Brown, nor any of their respective associates or directors, members, managers, partners, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or the N Brown Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations, neither Bidco, Joshua Alliance nor N Brown is under any obligation, and Bidco, Joshua Alliance and N Brown expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or N Brown, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or N Brown, as appropriate.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining N Brown Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Joshua Alliance and/or Bidco may purchase N Brown Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, N Brown confirms that it has in issue 467,631,411 ordinary shares of 11 1/19 pence each. The ISIN for the shares is GB00B1P6ZR11. N Brown holds no shares in treasury.
Publication on website and hard copies
A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on N Brown's website at https://www.nbrown.co.uk/investors by no later than 12 noon (London time) on the Business Day following publication of this announcement. For the avoidance of doubt, the contents of any websites referred to in this announcement are not incorporated into and do not form part of this announcement.
N Brown Shareholders, persons with information rights and participants in the N Brown Share Schemes
In accordance with Rule 30.3 of the Code, N Brown Shareholders, persons with information rights and participants in N Brown Share Schemes may request a hard copy of this announcement (and any document or information incorporated into it by reference to another source) by contacting N Brown's registrars, Link Group, by writing to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling them during business hours on +44 (0)371 664 0300 or by emailing them at shareholderenquiries@linkgroup.co.uk. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference into this announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy form.
Conditions and Certain Further Terms of the Scheme and the Acquisition
Part A - Conditions to the Scheme and the Acquisition
Long-Stop Date
1 The Acquisition is conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 11.59 pm on the Long-Stop Date.
Scheme approval
2 The Scheme will be conditional upon:
2.1 (i) its approval by a majority in number representing not less than 75% in value of the Scheme Shareholders who are on the register of members of N Brown (or the relevant class or classes thereof, if applicable) at the Scheme Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and (ii) such Court Meeting and any such separate class meeting or any adjournment of any such meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any: (a) as Bidco and N Brown may agree; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow;
2.2 (i) the Resolutions being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and (ii) such General Meeting or any adjournment of such meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any: (a) as Bidco and N Brown may agree; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow); and
2.3 (i) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Bidco and N Brown); (ii) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the Court Sanction Hearing to be set out in the Scheme Document in due course (or such later date, if any: (a) as Bidco and N Brown may agree; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow); and (iii) the delivery of the Scheme Court Order to the Registrar of Companies;.
In addition, subject to Part B of this Appendix A and to the requirements of the Panel, Bidco and N Brown have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:
Official authorisations and regulatory clearances
FCA
3 the FCA:
3.1 giving notice in writing in accordance with section 189(4)(a) of FSMA that it has determined to grant approval unconditionally;
3.2 giving notice in writing in accordance with section 189(7) of FSMA that it has determined to grant approval subject to conditions which are satisfactory to Bidco (acting reasonably); or
3.3 being deemed, in accordance with section 189(6) of FSMA, to have granted approval,
to Bidco, each parent undertaking (as defined in FSMA) of Bidco and any other person who would, on completion of the Acquisition, become a controller or increase in control (as defined in FSMA) (read with the FSMA (Controllers) (Exemptions) Order 2009) of J.D. Williams & Company Limited for the acquisition or increase of control over J.D. Williams & Company Limited;
GFSC
4 the GFSC indicating pursuant to sections 25 and 49B of the Guernsey IBL, in terms reasonably satisfactory to Bidco, that it approves:
4.1 any acquisition by Bidco or any shareholder of Bidco (including Joshua Alliance) of direct or indirect control over any person licensed by the GFSC under the Guernsey IBL which causes them to become a shareholder controller (as defined in the Guernsey IBL); or
4.2 (if applicable) any increase in control which is already held by any member of the Wider Bidco Group over any person licensed by the GFSC under the Guernsey IBL,
in each case, which would take place as a result of the Acquisition or its implementation;
General Third Party official authorisations and regulatory clearances
5 the waiver (or non-exercise within any applicable time limits) by any Third Party of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, N Brown by Bidco or any member of the Wider Bidco Group;
6 all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, N Brown and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals reasonably deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, N Brown or any member of the Wider N Brown Group by any member of the Wider Bidco Group having been obtained in terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider N Brown Group has entered into contractual arrangements and all such material authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate to carry on the business of any member of the Wider N Brown Group which are material in the context of the Bidco Group or the N Brown Group as a whole or for or in respect of the Acquisition including, without limitation, its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
7 no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:
7.1 require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider N Brown Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider N Brown Group, in either case taken as a whole or in the context of the Acquisition;
7.2 require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in N Brown;
7.3 impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider N Brown Group or the Wider Bidco Group or to exercise voting or management control over any such member;
7.4 otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider N Brown Group to an extent which is material in the context of the Wider Bidco Group or the Wider N Brown Group, in either case taken as a whole or in the context of the Acquisition;
7.5 make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of, N Brown void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;
7.6 require any member of the Wider Bidco Group or the Wider N Brown Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider N Brown Group or the Wider Bidco Group owned by any third party;
7.7 impose any limitation on the ability of any member of the Wider N Brown Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition; or
7.8 result in any member of the Wider N Brown Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any N Brown Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
8 save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider N Brown Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in N Brown or because of a change in the control or management of N Brown or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider N Brown Group, or the Wider Bidco Group, in either case taken as a whole, or in the context of the Acquisition:
8.1 any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
8.2 any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
8.3 any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
8.4 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;
8.5 the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
8.6 the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
8.7 any such member ceasing to be able to carry on business under any name under which it presently does so; or
8.8 the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider N Brown Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs 8.1 to 8.8 of this Condition;
Certain events occurring since 2 March 2024
9 save as Disclosed, no member of the Wider N Brown Group having, since 2 March 2024:
9.1 save as between N Brown and wholly-owned subsidiaries of N Brown or for N Brown Shares issued under or pursuant to the exercise of options and vesting of awards granted under the N Brown Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
9.2 save as between N Brown and wholly-owned subsidiaries of N Brown or for the grant of options and awards and other rights under the N Brown Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
9.3 other than to another member of the N Brown Group, prior to completion of the Acquisition, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;
9.4 save for intra-N Brown Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.5 save for intra-N Brown Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.6 issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-N Brown Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;
9.7 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs 9.1 or 9.2 above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.8 save for intra-N Brown Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
9.9 entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.10 (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.11 entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider N Brown Group or the Wider Bidco Group other than of a nature and extent which is normal in the context of the business concerned;
9.12 waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.13 made any material alteration to its memorandum or articles of association or other incorporation documents;
9.14 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
9.15 entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 9;
9.16 made or agreed or consented to any change to:
9.16.1 the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider N Brown Group for its directors, employees or their dependents;
9.16.2 the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
9.16.3 the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
9.16.4 the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
9.17 proposed, agreed to provide or modified the terms of any of the N Brown Share Schemes or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider N Brown Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider N Brown Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive;
9.18 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of N Brown Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;
9.19 entered into, or varied in a material way the terms of, any contracts, agreement or arrangement with any of the directors or senior executives of any members of the Wider N Brown Group; or
9.20 waived or compromised any claim which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition, otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
10 save as Disclosed, since 2 March 2024:
10.1 no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider N Brown Group which, in any such case, is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;
10.2 no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider N Brown Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider N Brown Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider N Brown Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider N Brown Group taken as a whole or in the context of the Acquisition;
10.3 no contingent or other liability of any member of the Wider N Brown Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider N Brown Group taken as a whole or in the context of the Acquisition;
10.4 no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider N Brown Group which in any case is material in the context of the Wider N Brown Group taken as a whole;
10.5 no member of the Wider N Brown Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider N Brown Group as a whole or in the context of the Acquisition; or
10.6 no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider N Brown Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect on the Wider N Brown Group which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
11 save as Disclosed, Bidco not having discovered:
11.1 that any financial, business or other information concerning the Wider N Brown Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider N Brown Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
11.2 that any member of the Wider N Brown Group or partnership, company or other entity in which any member of the Wider N Brown Group has a significant economic interest and which is not a subsidiary undertaking of N Brown, is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of the N Brown Group for the financial year ended 2 March 2024, in each case, to the extent which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition; or
11.3 any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider N Brown Group and which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
12 save as Disclosed, Bidco not having discovered that:
12.1 any past or present member of the Wider N Brown Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider N Brown Group and which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
12.2 there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider N Brown Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider N Brown Group (or on its behalf) or by any person for which a member of the Wider N Brown Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition;
12.3 circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Bidco Group or any present or past member of the Wider N Brown Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, reinstate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider N Brown Group (or on its behalf) or by any person for which a member of the Wider N Brown Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition; or
12.4 circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider N Brown Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider N Brown Group and which is material in the context of the Wider N Brown Group taken as a whole or in the context of the Acquisition; and
Anti-corruption, economic sanctions, criminal property and money laundering
13 save as Disclosed, Bidco not having discovered that:
13.1 (i) any past or present member, director, officer or employee of the Wider N Brown Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or (ii) any person that performs or has performed services for or on behalf of the Wider N Brown Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
13.2 any asset of any member of the Wider N Brown Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider N Brown Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
13.3 any past or present member, director, officer or employee of the Wider N Brown Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
13.3.1 any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or
13.3.2 any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable blocking law;
13.4 any past or present member, director, officer or employee of the Wider N Brown Group, or any other person for whom any such person may be liable or responsible:
13.4.1 has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
13.4.2 has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
13.4.3 has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
13.4.4 is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
13.5 any member of the Wider N Brown Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon the Acquisition becoming Effective, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.
Part B - Certain further terms of the Acquisition
1 Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive:
1.1 the deadline set out in Condition 1 in Part A of this Appendix A, and any of the deadlines set out in Condition 2 in Part A of this Appendix A for the timing of the Court Meeting and the General Meeting. If any such deadline is not met, Bidco will make an announcement by 8.00 am on the Business Day following such deadline, confirming whether it has invoked or waived the relevant Condition or extended the deadline in relation to the relevant Condition in accordance with the terms on which such deadline may be extended. In all other respects, Conditions 1 and 2 in Part A of this Appendix A cannot be waived; and
1.2 in whole or in part, all or any of Conditions 3 to 13 (inclusive) in Part A of this Appendix A.
2 Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied or fulfilled any of the Conditions that it is entitled (with the consent of the Panel and subject to the requirements of the Code) to invoke by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
3 Under Rule 13.5(a) of the Code and subject to the remaining provision of this paragraph 3, Bidco may invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn only with the consent of Panel. The Panel will normally give its consent only if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Conditions 1 and 2 in Part A of this Appendix A and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Code.
4 Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
5 If the Panel requires Bidco to make an offer or offers for any N Brown Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
6 N Brown Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital or value made, on or after the date of this announcement, other than any dividend or distribution in respect of which Bidco exercises its rights under the terms of the Acquisition to reduce the consideration payable in respect of each N Brown Share.
7 If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the N Brown Shares, Bidco reserves the right (without prejudice to any right of Bidco to invoke Condition 9.3 in Part A of this Appendix A), to reduce the consideration payable under the Cash Offer (and, as the case may be, the consideration due under the Share Alternative) under the terms of the Acquisition for the N Brown Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances, N Brown Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid. Where the consideration payable is so reduced, any reference in this announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital or value is announced, declared, made or paid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
8 Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Cooperation Agreement). In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90% of the N Brown Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide, being in any case more than 50% of the N Brown Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities law). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient N Brown Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding N Brown Shares to which such offer relates.
9 The availability of the Acquisition (including the Share Alternative) to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.
10 Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition (including the Share Alternative) is not being, and will not be, made, directly or indirectly, in, into or by the use of the mail of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
11 The Scheme will be subject to the fulfilment (or waiver, if permitted) of the Conditions set out in Part A of this Appendix A, to the further terms set out in this Part B of this Appendix A, to the full terms and conditions which will be set out in the Scheme Document, and to such further terms as may be required to comply with the provisions of the Code.
12 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
13 The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long-Stop Date.
14 This announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, the Share Alternative (and any elections thereunder) and any proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the GFSC (in relation to the GFSC Condition), the AIM Rules and the FCA.
appendix B .
Bases and Sources
In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1 The fully diluted share capital of N Brown is calculated on the basis of:
1.1 467,631,411 N Brown Shares in issue as at the close of business on the Latest Practicable Date; plus
1.2 8,678,213 N Brown Shares, being the maximum number of N Brown Shares which are to be issued on or after the date of this announcement to satisfy the exercise and vesting of awards outstanding under the N Brown Share Schemes as at the close of business on the Latest Practicable Date, calculated by reference to the number of N Brown Shares in respect of which awards are expected to vest pursuant to the terms of the N Brown Share Schemes (and in accordance with paragraph 4 of Schedule 2 to the Cooperation Agreement), but excluding the number of N Brown Shares which are already in issue and currently held by the N Brown Group plc Employee Share Ownership Trust, which it is intended will be used to satisfy the exercise or vesting of awards (in accordance with paragraph 8 of Schedule 2 to the Cooperation Agreement).
2 The premium calculations to the price per N Brown Share used in this announcement have been calculated by reference to the closing market price of a N Brown Share sourced from FactSet on any particular date.
3 Unless otherwise stated, the financial information relating to N Brown is extracted from the audited consolidated financial statements of N Brown for the financial year ended 2 March 2024 and the unaudited condensed balance sheet as at 31 August 2024.
4 N Brown's adjusted EBITDA of £47.6 million for the year ended 2 March 2024 is calculated on the basis of post-IFRS 16 accounting standards.
5 The EBITDA multiple of 8.6x N Brown's adjusted EBITDA is calculated on the basis of an enterprise value of £408 million. This enterprise value is calculated based on the implied £191 million value of the entire issued and to be issued share capital of N Brown on a fully diluted basis pursuant to the Cash Offer, and on N Brown having £217 million of net debt (including lease liabilities) as at 31 August 2024.
6 Certain figures included in this announcement have been subject to rounding adjustments.
appendix C .
Details of Irrevocable Undertakings
Alliance Family Concert Party
Bidco has received irrevocable undertakings from a significant majority of the members of the Alliance Family Concert Party who are interested in N Brown Shares:
(i) in respect of all such persons other than the JA Decision-Making Shareholders, to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer); and
(ii) in respect of the JA Decision-Making Shareholders, to be bound by the terms of (but not to cast votes in favour of the resolutions proposed at the Court Meeting for the purposes of implementing) the Scheme and to vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer),
in each case in relation to the N Brown Shares set out in the table below. Furthermore, these members of the Alliance Family Concert Party have also irrevocably undertaken to elect for the Share Alternative in respect of all of their N Brown Shares:
|
Name |
Number of N Brown Shares |
Percentage of N Brown's issued share capital as at the close of business on the Latest Practicable Date |
|
Lord David Alliance of Manchester CBE |
156,231,151 |
33.41 |
|
Nigel Alliance OBE |
22,600,552 |
4.83 |
|
Lady Homa Alliance |
17,440,000 |
3.73 |
|
Joshua Senior |
16,403,508 |
3.51 |
|
Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of The Alliance 1994 Settlement |
7,600,000 |
1.63 |
|
Northern Counties Securities Limited (a company controlled by Lord David Alliance of Manchester CBE) |
6,169,889 |
1.32 |
|
Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 1 Children's Settlement |
4,902,452 |
1.05 |
|
Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 2 Children's Settlement |
752,393 |
0.16 |
|
Alliance Family Foundation Limited (a charitable foundation controlled by Lord David Alliance of Manchester CBE and Sara Esterkin) |
4,517,237 |
0.97 |
|
Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of The Alliance 1997 Settlement |
3,619,047 |
0.77 |
|
Sara Esterkin |
2,129,071 |
0.46 |
|
Finemere Limited (a company controlled by Nigel Alliance OBE) |
2,053,464 |
0.44 |
|
Lord David Alliance of Manchester CBE and David Alliance & Sons Limited (a company controlled by Lord David Alliance of Manchester OBE), as trustees of the Sir David Alliance Children's Trust |
1,866,429 |
0.40 |
|
Victoria Alliance |
814,285 |
0.17 |
|
Victoria Alliance and Brian White, as trustees of a Discretionary Settlement relating to Nigel & Victoria Alliance's children |
622,924 |
0.13 |
|
The Anglo-Eastern Trust Limited (a company controlled by Lord David Alliance of Manchester CBE) |
468,210 |
0.10 |
|
Victoria Alliance and Brian White, as trustees of Mr M Alliance Trust 1982 |
124,854 |
0.03 |
|
Nigel Alliance OBE, as trustee of the Mrs V Settlement |
4,297 |
0.00 |
These irrevocable undertakings remain binding in the event that a higher competing offer is made for N Brown and will cease to be binding only if:
· the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Code;
· Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Code, either at the same time or within two Business Days of announcement;
· the Scheme lapses or is withdrawn, unless Bidco, announces, within five Business Days of such lapse or withdrawal and, with the consent of the Panel, a firm intention to switch to a Takeover Offer (or vice versa, if Bidco elects to implement the Acquisition by way of a Takeover Offer); or
· the Scheme does not become effective by the Long-Stop Date, or, if Bidco elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional by the Long-Stop Date in accordance with the requirements of the Code, provided that any obligation in respect of the undertaking to elect for the Share Alternative shall not lapse or cease to have further effect and shall, subject to the bullet points above, remain in force and effect until the date falling 56 days after the Long-Stop Date.
N Brown Independent Directors
Bidco has also received irrevocable undertakings from those N Brown Independent Directors who are interested in N Brown Shares to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in relation to the N Brown Shares set out in the table below. Furthermore, these N Brown Independent Directors have also irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares.
|
Name |
Number of N Brown Shares |
Percentage of N Brown's issued share capital as at the close of business on the Latest Practicable Date |
|
Steve Johnson |
735,681 |
0.16 |
|
Dominic Appleton |
249,061 |
0.05 |
These irrevocable undertakings remain binding in the event that a higher competing offer is made for N Brown and will cease to be binding only if:
· the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Code;
· Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Code, at the same time;
· the Scheme lapses or is withdrawn in accordance with its terms, unless Bidco, announces, within three Business Days of such lapse or withdrawal and, with the consent of the Panel, a firm intention to switch to a Takeover Offer (or vice versa, if Bidco elects to implement the Acquisition by way of a Takeover Offer);
· the Scheme does not become effective by the Long-Stop Date, or, if Bidco elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional by the Long-Stop Date in accordance with the requirements of the Code, provided that any obligation in respect of the undertaking to elect for the Share Alternative shall not lapse or cease to have further effect and shall, subject to the bullet points above and the bullet point below, remain in force and effect until the date falling 56 days after the Long-Stop Date; or
· any competing offer is made for N Brown and such competing offer is declared unconditional in accordance with the requirements of the Code (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).
Other N Brown Shareholders
Bidco has also received an irrevocable undertaking from Frasers Group to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in relation to the N Brown Shares set out in the table below.
Furthermore, Frasers Group has also irrevocably undertaken not to elect for the Share Alternative in respect of all of its N Brown Shares (and so will receive the cash consideration under the Cash Offer only, if the Acquisition becomes Effective).
|
Name |
Number of N Brown Shares |
Percentage of N Brown's issued share capital as at the close of business on the Latest Practicable Date |
|
Frasers Group |
94,819,496 |
20.3 |
This irrevocable undertaking will cease to be binding only if:
· the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Code;
· Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced by Bidco in accordance with Rule 2.7 of the Code, either at the same time or within two Business Days of announcement;
· the Scheme lapses or is withdrawn, unless Bidco, announces, within five Business Days of such lapse or withdrawal and, with the consent of the Panel, a firm intention to switch to a Takeover Offer, (or vice versa, if Bidco elects to implement the Acquisition by way of a Takeover Offer);
· the Scheme does not become effective by the Long-Stop Date, or, if Bidco elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional by the Long-Stop Date in accordance with the requirements of the Code;
· any competing offer is made for N Brown and such competing offer is declared unconditional in accordance with the requirements of the Code (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement;
· any third party announces prior to the Scheme Voting Deadline (as defined below) a firm intention in accordance with the Code to make an offer for N Brown (whether made by way of an offer or a scheme of arrangement), and which provides for an amount or value of consideration which is at least 44 pence per N Brown Share (being 10% greater than the amount or value of the Cash Offer offered pursuant to the Acquisition) as at 5.00 p.m. on the last dealing day prior to the date of any such announcement (a "Superior Takeover Proposal") and Bidco does not, by 5.00 p.m. on the date five Business Days from the date of the third party's announcement, increase the cash consideration offered under the Acquisition to an amount which is equal to or of a higher value of consideration per N Brown Share than the Superior Takeover Proposal. If any such third party offer for N Brown includes non-cash consideration, such as shares or other securities, the amount or value of consideration offered under the third party offer for N Brown for the purposes of the irrevocable undertaking shall be as determined by Frasers Group's financial advisers (acting reasonably) including (without limitation), in the case of any unlisted shares or other securities, determining such value by reference to any published valuation under Rule 24.11 of the Code); or
· if a Permitted Sale of Shares (as defined below) is completed in the circumstances described below.
The following is relevant for establishing whether there has been a Permitted Sale of Shares:
· if a bona fide third party makes an unsolicited approach to Frasers Group prior to 5.00 p.m. on the date five Business Days before the latest time and date for lodging forms of proxy in respect of the Court Meeting (the "Scheme Voting Deadline", excluding for the purposes of determining such deadline the ability to hand forms of proxy to the chair of the Court Meeting, or to N Brown's registrar at the Court Meeting), and offers to acquire, wholly for cash consideration, all of Frasers Group's and its connected entities' holdings of N Brown Shares (the "Entire FG Shareholding"), and such unsolicited third party offer:
(i) provides for an amount or value of such cash consideration which is at least 44 pence per N Brown Share (being 10% greater than the amount or value of the Cash Offer offered under the Acquisition) as at 5.00 p.m. on the last dealing day prior to the date of such third party offer;
(ii) is fully-funded at the time of such offer, with the cash consideration being payable in full on completion of such proposed transfer; and
(iii) constitutes a proposal which Frasers Group reasonably considers (having consulted with its legal and financial advisers) would be reasonably likely to be capable of due execution by such third party as a Permitted Sale of Shares in accordance with the bullet point immediately below),
(a "Superior FG Proposal"), Frasers Group shall inform Bidco of such approach as soon as reasonably practicable and in any event by no later than the earlier of (i) 5.00 p.m. on the date five Business Days after the date on which Frasers Group receives the Superior FG Proposal and (ii) 5.00 p.m. on the Scheme Voting Deadline. If Frasers Group has not notified Bidco of a Superior FG Proposal prior to 5.00 p.m. on the Scheme Voting Deadline, the bullet point immediately below shall not apply;
· if Bidco does not, within five Business Days of Frasers Group's notification to Bidco of the Superior FG Proposal, announce an increase in the cash consideration payable under the Acquisition to an amount which is equal to or of a higher value of consideration per N Brown Share than that payable under the Superior FG Proposal, Frasers Group shall (upon expiry of such five Business Day period) be entitled to complete the sale of the Entire FG Shareholding to the relevant third party, provided that the completion of the sale of the Entire FG Shareholding to such third party (a "Permitted Sale of Shares") shall be on terms that the consideration shall be payable in cash in full on completion at not less than the price offered pursuant to the Superior FG Proposal; and
· notwithstanding the two bullet points above, if Frasers Group has failed by the Scheme Voting Deadline to comply with its obligations under the irrevocable undertaking to return, or procure the return of, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition, or otherwise in accordance with Bidco's directions in accordance with the irrevocable undertaking) in accordance with the instructions printed on those forms of proxy, the bullet point immediately above shall not apply, and Frasers Group shall with effect from the Scheme Voting Deadline in any event not be permitted to implement a Permitted Sale of Shares under the irrevocable undertaking (but without prejudice to Frasers Group's obligations under the irrevocable undertaking, which shall remain in full force and effect thereafter).
·
appendix D .
Details on the Bidco Group and the Consideration Shares
1 Information on Bidco and its subsidiary undertakings
Bidco is a special purpose vehicle owned by Joshua Alliance and incorporated for the purpose of implementing the Acquisition. Each of Midco and Finco is a direct or indirect wholly-owed subsidiary of Bidco. None of Bidco, Midco or Finco has traded since the date of their incorporation nor entered into any obligations other than in connection with the Acquisition.
Bidco is an English private limited company incorporated on 29 July 2024. The share capital of Bidco currently comprises 1,000 ordinary shares of £0.001 each.
Midco is wholly owned by Bidco. Midco is a private limited company incorporated on 18 September 2024 under the laws of England and Wales. The share capital of Midco currently comprises 1,000 ordinary shares of £0.001 each.
Finco is wholly owned by Midco. Finco is a private limited company incorporated on 18 September 2024 under the laws of England and Wales. The share capital of Finco currently comprises 1,000 ordinary shares of £0.001 each.
Finco is the borrower under a £15 million term facility and an £85 million revolving facility provided by National Westminster Bank plc and HSBC UK Bank plc (the "Bank Lending").
2 Reorganisation Agreement
Bidco, Midco and Finco have entered into a reorganisation agreement dated 17 October 2024 (the "Reorganisation Agreement"), pursuant to which Bidco has agreed to grant a call option to Finco (the "Call Option") and Finco has agreed to grant a put option to Bidco (the "Put Option") which, if either option is exercised, will result in Bidco transferring to Finco the entire issued share capital of N Brown. The earliest either option can be exercised is upon the later of (i) the Scheme becoming Effective and (ii) the completion of the transfer of Joshua Alliance's N Brown Shares to Bidco pursuant to the JA Share Exchange Agreement.
Pursuant to the Reorganisation Agreement, if either the Put Option or the Call Option is exercised:
· Bidco will transfer its interest in the entire issued share capital of N Brown to Finco for cash consideration of equal to the total value of all of the N Brown Shares, (the "Total Consideration");
· Bidco has agreed to direct Finco to pay, in part satisfaction of the Total Consideration, certain of the proceeds of the Bank Lending drawn down following the Effective Date to the receiving agent (the "Receiving Agent Payment") in respect of the Acquisition to part settle the Cash Consideration due to N Brown's Shareholders pursuant to the Acquisition; and
· Bidco has agree to subscribe for shares in Midco and Midco has agreed to subscribe for shares in Finco, in each case for a subscription amount equal to the Total Consideration less the Receiving Agent Payment. Midco has agreed to direct Bidco to pay its subscription amount to Finco, in satisfaction of Midco's subscription price for shares in Finco. The resulting amount owed by Bidco to Finco will be set off (on a pound-for-pound basis) against the remainder of the Total Consideration owed and will thereby be extinguished (as the quantum of the balance and the subscription amount is the same).
As a consequence of the Reorganisation Agreement, it is expected that by the end of the Effective Date, N Brown will be wholly owned by Finco, which in turn will be wholly owned by Midco, which in turn will be wholly-owned by Bidco.
The Reorganisation Agreement will terminate if the Acquisition: (i) lapses or is withdrawn; or (ii) has not become Effective by the Long-Stop Date.
3 Rights attaching to Bidco Ordinary Shares
The share capital of Bidco comprises a single class of ordinary shares with a nominal value of £0.001 each ("Bidco Ordinary Shares").
Voting rights
On a poll, each holder of Bidco Ordinary Shares will have one vote per Bidco Ordinary Share held.
Economic rights
Each Bidco Ordinary Share shall participate pari passu as regards any dividend, distribution, distribution of assets on a liquidation or other return of capital.
Director appointment rights
Any Bidco shareholder who alone or, together with their connected persons, holds 10% or more of the Bidco Ordinary Shares may appoint one director to the board of Bidco, Midco, Finco and N Brown by notice in writing to Bidco and shall be entitled to remove such a director in a like manner.
New share issues
Subject to the exceptions listed below, on a new issue of shares in Bidco for cash, shareholders will be entitled to participate pro rata in the issue at the same price and on the same terms, and will also have the opportunity to accept any new Bidco shares not taken up by other shareholders (with excess allocations being pro rata to the pre-subscription holdings of those applying for the same).
The pre-emption provisions summarised above will not apply to an issue of Bidco shares:
· pursuant to the JA Subscription Agreement or the JA Additional Subscription Option Agreement;
· pursuant to the Offer for Subscription;
· to individuals who are (or are to become) employed by, or directors or other officers of, Bidco or any of its subsidiary undertakings, provided that such shares carry in aggregate (on a fully diluted basis) an entitlement to not more than 10% of: (i) Bidco's surplus assets on a liquidation or other return of capital; (ii) any other dividend or distribution made by Bidco; or (iii) the voting rights in Bidco;
· on terms approved by the Bidco board as being bona fide arm's length terms to the seller(s) of any shares, assets, businesses or undertakings being acquired by Bidco or any of its subsidiary undertakings as consideration (in whole or in part) for such acquisition; and
· where: (i) there has been or, in the opinion of the Bidco board, there is a reasonable likelihood of there being, an acceleration of, or event of default or breach of covenant under, any financing facility or agreement or instrument evidencing financial indebtedness of Bidco or any of its subsidiary undertakings; or (ii) Bidco or any of its subsidiary undertakings is, or in the opinion of the Bidco board is reasonably likely to become, insolvent, and (in each case) the purpose of the issue of the shares is to avoid, cure or remedy that event of default, breach of covenant, acceleration or insolvency (as the case may be).
Share transfers
Bidco shareholders may transfer their Bidco shares:
· if such transfer is made with the prior written consent of the Bidco board;
· pursuant to the drag-along and tag-along rights summarised below; and
· where such transfer is a "Permitted Transfer". Permitted Transfers include transfers (i) to in the case of a shareholder who is an individual, that shareholder's spouse, unmarried partner, children and grandchildren, parents and grandparents, brothers, sisters, aunts, uncles or cousins; and (ii) to in the case of a shareholder which is an undertaking, members of that shareholder's group; (iii) that are customary in the context of trust holdings.
Drag-along Rights
If any transfer of Bidco Ordinary Shares (other than any "Permitted Transfers", as summarised above, or that is not a bona fide transfer on arm's length terms to a third party unconnected with any member) would result in a proposed transferee or persons connected with (or acting in concert with) it holding more than 50% of the voting rights in Bidco, the proposed transferor may require all other Bidco shareholders to transfer all (but not some only) of their Bidco shares to the proposed transferee on the same terms as those agreed between the proposed transferor and the proposed transferee.
Tag-along rights
If any transfer of Bidco Ordinary Shares (other than any "Permitted Transfers", as summarised above, or that is not a bona fide transfer on arm's length terms to a third party unconnected with any member) would result in a proposed transferee or persons connected with (or acting in concert with) it holding more than 50% of the voting rights in Bidco, that proposed transferee must, unless the 'drag-along' rights summarised above have been exercised in connection with the transfer, offer to buy all of the shares in Bidco then in issue (and the drag-along rights shall take precedence over the operation over the tag-along rights for all such purposes).
Any such 'tag-along' offer must be on the same terms as those offered to the proposed transferor.
appendix E .
Details of the proposed Offer for Subscription
1 Overview
Following the Effective Date (and in any event within one month of the Effective Date), in order to facilitate the provision of additional working capital to the Bidco Group, Bidco will make an offer (the "Offer for Subscription") to Rollover Shareholders to subscribe for new Bidco Ordinary Shares ("Subscription Shares").
2 Size
8,333,333 Subscription Shares will be offered pursuant to the Offer for Subscription (the "Maximum Number").
3 Issue price
The Subscription Shares will be offered at a subscription price of 36p per Subscription Share.
4 Gross Proceeds
If the Offer for Subscription is fully subscribed, it will raise gross proceeds of approximately £3.0 million.
5 Entitlements of Rollover Shareholders in the Offer for Subscription
Basic Entitlement
Each Rollover Shareholder shall be entitled to subscribe for up to such proportion of the Subscription Shares as is equal to the proportion that the Consideration Shares held by that Rollover Shareholder represents of all of the Consideration Shares, rounded down to the nearest whole number of Subscription Shares (the "Basic Entitlement")
Excess Entitlements Application
In addition, each Rollover Shareholder shall be entitled to apply for up to such additional number of Subscription Shares that mean, when aggregated with that Rollover Shareholder's Basic Entitlement, such Rollover Shareholder has applied for all of the Subscription Shares (but not more) (any such application, an "Excess Entitlements Application").
A Rollover Shareholder may only make an Excess Entitlements Application if it has applied for the whole of its Basic Entitlement.
6 Satisfaction of applications
If all applications under the Basic Entitlement plus all Excess Entitlements Applications amount to applications for less than (or equal to) the Maximum Number of Subscription Shares, all such applications will be satisfied in full. If total applications are for less than the Maximum Number of Subscription Shares, then fewer than the Maximum Number of Subscription Shares will be allotted.
If all applications for Subscription Shares under the Basic Entitlement plus all Excess Entitlements Applications amount to applications for more than the Maximum Number of Subscription Shares, then all applications under the Basic Entitlement shall be satisfied in full and Excess Entitlements Applications shall be scaled back in accordance with paragraph 7 below.
7 Scaleback of Excess Entitlements Applications
If all applications for Subscription Shares under the Basic Entitlement plus all Excess Entitlements Applications amount to applications for more than the Maximum Number of Subscription Shares, then Excess Entitlements Applications shall be scaled back as follows:
· the total number of Subscription Shares issued pursuant to Excess Entitlements Applications shall be equal to the Maximum Number of Subscription Shares less the number of Subscription Shares issued pursuant to applications under the Basic Entitlement (being the "Excess Entitlement Shares"); and
· Rollover Shareholders shall receive Excess Entitlement Shares pro rata to their applications for Subscription Shares pursuant to their Excess Entitlements Applications, rounded down to the nearest whole number of Subscription Shares (irrespective of the Basic Entitlement of those Rollover Shareholders).
Therefore, a Rollover Shareholder with a small holding could 'over apply' for Subscription Shares pursuant to their Excess Entitlements Application and be entitled to a higher proportion of such Excess Entitlement Shares than a Rollover Shareholder with a larger holding of Consideration Shares who applied for a lower number.
Worked example
By way of example, if there are 10,000 pre-existing Bidco shares in issue, 100 Excess Entitlement Shares and five Rollover Shareholders have made applications for such Subscription Shares pursuant to Excess Entitlements Applications in the amounts set out opposite their respective names in column 2 of the table below, they will each receive the number of Excess Entitlement Shares set out opposite their respective names in column 3 of the table below. The pre-existing shareholdings (set out in column 1) will not affect the number or proportion of Excess Entitlement Shares they receive.
|
|
Column 1 Prior shareholding |
Column 2 Excess Entitlements Applications |
Column 3 Excess Entitlement Allocations |
|
Electing Shareholder 1 |
1,800 (18%) |
40 (20%) |
20 |
|
Electing Shareholder 2 |
200 (2%) |
60 (30%) |
30 |
|
Electing Shareholder 3 |
2,500 (25%) |
10 (5%) |
5 |
|
Electing Shareholder 4 |
500 (5%) |
20 (10%) |
10 |
|
Electing Shareholder 5 |
1,000 (10%) |
70 (35%) |
35 |
|
Total |
6,000 (60%) |
200 |
100 |
8 Indications of interest in the Offer for Subscription
All of the members of the Alliance Family Concert Party (other than Joshua Senior) and the N Brown Independent Directors who have irrevocably undertaken to elect for the Share Alternative in respect of all of their N Brown Shares, as described in paragraph 6 of, and Appendix C to, this announcement have indicated that they do not intend to subscribe for Subscription Shares pursuant to the Offer for Subscription.
appendix F .
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise.
|
"£", "Sterling", "pence" or "p" |
the lawful currency of the UK |
|
"Acquisition" |
the proposed acquisition by Bidco of the entire issued and to be issued share capital of N Brown not already owned or controlled by Joshua Alliance, to be implemented by way of the Scheme or (should Bidco so elect, subject to the consent of the Panel and to the terms of the Cooperation Agreement) by way of a Takeover Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof |
|
"AIM" |
AIM, a market operated by the London Stock Exchange |
|
"AIM Rules" |
the AIM Rules for Companies |
|
"Alliance Family Concert Party" |
means Joshua Alliance, together with those persons acting in concert with him, being those persons listed in paragraph 19 of this announcement |
|
"Bank Account Charge" |
has the meaning given to it in paragraph 12 of this announcement |
|
"Bank Lending" |
has the meaning given to it in paragraph 1 of Appendix D to this announcement |
|
"Basic Entitlement" |
has the meaning given to it in paragraph 5 of Appendix E to this announcement |
|
"Bidco" |
Falcon 24 Topco Limited, a private company limited by shares incorporated in England and Wales with registered number 15863013 |
|
"Bidco Articles" |
the articles of association of Bidco |
|
"Bidco Group" |
Bidco and its subsidiary undertakings from time to time |
|
"Bidco Ordinary Shares" |
has the meaning given in paragraph 3 of Appendix D to this announcement; |
|
"Business Day" |
a day (other than Saturdays, Sunday and public holidays in the UK) on which banks are open for business in London |
|
"Call Option" |
has meaning given in paragraph 2 of Appendix D to this announcement |
|
"Cash Consideration" |
the aggregate consideration payable in cash pursuant to the Cash Offer |
|
"Cash Offer" |
has the meaning given to it in paragraph 2 of this announcement |
|
"Code" |
the City Code on Takeovers and Mergers |
|
"Companies Act" |
the Companies Act 2006 |
|
"Conditions" |
the conditions to the implementation of the Acquisition (including the Scheme) as set out in Part A of Appendix A to this announcement and to be set out in the Scheme Document |
|
"Confidentiality Agreement" |
the confidentiality agreement dated 15 August 2024 between Bidco and N Brown entered into in connection with the Acquisition, further details of which are set out in paragraph 12 of this announcement |
|
"Consideration Share" |
has the meaning given to it in paragraph 2 of this announcement |
|
"Cooperation Agreement" |
the agreement dated 17 October 2024 between Bidco and N Brown and relating, among other things, to the implementation of the Acquisition, further details of which are set out in paragraph 12 of this announcement |
|
"Court" |
the High Court of Justice of England and Wales |
|
"Court Meeting" |
the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof |
|
"Court Sanction Hearing" |
the hearing of the Court to sanction the Scheme and, if such hearing is adjourned, reference to commencement of any such hearing shall mean the commencement of the final adjournment thereof |
|
"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form |
|
"Dealing Disclosure" |
has the same meaning as in Rule 8 of the Code |
|
"Disclosed" |
information which has been fairly disclosed by or on behalf of N Brown: (i) in the annual report and accounts of the N Brown Group for the financial year ended 2 March 2024; (ii) in this announcement; (iii) in any other public announcement to a Regulatory Information Service by, or on behalf of, N Brown prior to the date of this announcement; and /or (iv) in writing to Bidco (or its officers, employees, agents or advisers in their capacity as such) by or on behalf of N Brown in each case prior to the date of this announcement |
|
"Effective" |
(i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to and in accordance with its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Code |
|
"Effective Date" |
the date upon which the Acquisition becomes Effective |
|
"Eligible N Brown Shareholders" |
N Brown Shareholders other than: (i) Joshua Alliance; and (ii) Restricted N Brown Shareholders |
|
"Entire FG Shareholding" |
has the meaning given to it in Appendix C to this announcement |
|
"Excess Entitlement Shares" |
has the meaning given to it in paragraph 7 of Appendix E to this announcement |
|
"Excess Entitlements Application" |
has the meaning given to it in paragraph 5 of Appendix E to this announcement |
|
"Excluded Shares" |
any N Brown Shares: (i) registered in the name of, or beneficially owned, by Joshua Alliance, Bidco or any other member of the Bidco Group; (ii) held in treasury by N Brown; or (iii) which Bidco and N Brown agree will not be subject to the Scheme |
|
"FCA" |
the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA |
|
"FCA Change in Control Condition" |
the Condition set out in paragraph 3 of Part A of Appendix A to this announcement; |
|
"Finco" |
Falcon 24 Finco Limited, a private company limited by shares incorporated in England and Wales with registered number 15964193 |
|
"Form of Election" |
the form of election to be sent to Scheme Shareholders by or on behalf of N Brown, pursuant to which an Eligible N Brown Shareholder may elect for the Share Alternative |
|
"Forms of Proxy" |
the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document |
|
"Frasers Group" |
Frasers Group plc |
|
"FSMA" |
the Financial Services and Markets Act 2000 |
|
"General Meeting" |
the general meeting of N Brown to be convened in connection with the Scheme, to consider and, if thought fit, approve the Resolutions, notice of which will be set out in the Scheme Document, including any adjournment thereof |
|
"GFSC" |
the Guernsey Financial Services Commission |
|
"GFSC Condition" |
the Condition set out in paragraph 4 of Part A of Appendix A to this announcement |
|
"Guernsey IBL" |
the Insurance Business (Bailiwick of Guernsey) Law, 2002 |
|
"HMRC" |
His Majesty's Revenue and Customs |
|
"Investec" |
Investec Bank plc, financial adviser to Bidco and Joshua Alliance |
|
"ISIN" |
individual security identification number |
|
"JA Additional Subscription Option Agreement" |
has the meaning given to it in paragraph 10 of this announcement |
|
"JA Decision-Making Shareholders" |
The Anglo-Eastern Trust Limited, Northern Counties Securities Limited, Alliance Family Foundation Limited, and the Trustees of the Sir David Alliance Children's Trust |
|
"JA Share Exchange Agreement" |
has the meaning given to it in paragraph 12 of this announcement |
|
"JA Subscription Agreement" |
has the meaning given to it in paragraph 10 of this announcement |
|
"Latest Practicable Date" |
16 October 2024, being the last Business Day prior to the date of this announcement |
|
"Link Group" |
Link Group Services Company Limited |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Long-Stop Date" |
17 April 2025 or such later date: (i) as may be agreed in writing by Bidco and N Brown (with the Panel's consent, if required); or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and, in each case, that (if so required) the Court may allow |
|
"Maximum Number" |
has the meaning given to it in paragraph 2 of Appendix E to this announcement |
|
"Midco" |
Falcon 24 Midco Limited, a private company limited by shares incorporated in England and Wales with registered number 15964117 |
|
"N Brown" |
N Brown Group plc |
|
"N Brown Directors" |
the directors of N Brown at the time of this announcement or, where the context so requires, the directors of N Brown from time to time |
|
"N Brown Group" |
N Brown and its subsidiary undertakings |
|
"N Brown Independent Directors" |
Steve Johnson, Dominic Appleton, Michael Ross, Dominic Platt and Meg Lustman, or such other N Brown Director which N Brown considers to be independent of Bidco from time to time |
|
"N Brown Share Schemes" |
(i) the N Brown Group plc 2014 Long-Term Incentive Plan, adopted on 22 July 2014 (as amended on 30 September 2016 and 3 September 2019); (ii) the N Brown Group plc Share Plan, adopted on 10 July 2023; and (iii) the N Brown PLC Saving-Related Share Option Scheme 2021; |
|
"N Brown Shareholders" |
the registered holders of N Brown Shares from time to time |
|
"N Brown Shares" |
ordinary shares of 11 1/19 pence each in the capital of N Brown |
|
"Nominees" |
has the meaning given to it in paragraph 12 of this announcement |
|
"Offer Document" |
should the Acquisition be implemented by way of a Takeover Offer, the offer document to be sent to (amongst others) N Brown Shareholders setting out, amongst other things, the full terms and conditions of the Takeover Offer |
|
"Offer for Subscription" |
has the meaning given to it in paragraph 15 of this announcement |
|
"Opening Position Disclosure" |
has the same meaning as in Rule 8 of the Code |
|
"Other N Brown Shareholders" |
has the meaning given to it in paragraph 13 of this announcement |
|
"Overseas Shareholders" |
N Brown Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"Permitted Sale of Shares" |
has the meaning given to it in Appendix C to this announcement |
|
"PRA" |
the Prudential Regulatory Authority |
|
"Put Option" |
has meaning given in paragraph 2 of Appendix D to this announcement |
|
"Receiving Agent Payment" |
has the meaning given in paragraph 2 of Appendix D to this announcement |
|
"Registrar of Companies" |
the Registrar of Companies in England and Wales |
|
"Regulatory Conditions" |
the FCA Change in Control Condition and the GFSC Condition |
|
"Regulatory Information Service" |
any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements |
|
"Reorganisation Agreement" |
has the meaning given to it in paragraph 2 of Appendix D to this announcement |
|
"Resolutions" |
the shareholder resolution(s) to be proposed at the General Meeting necessary to approve, implement and effect the Scheme and the Acquisition, including (without limitation) a resolution to implement certain amendments to be made to the articles of association of N Brown |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to N Brown Shareholders in that jurisdiction |
|
"Restricted N Brown Shareholders" |
N Brown Shareholders who are located in a Restricted Jurisdiction |
|
"Rollover Shareholder" |
any holder of Consideration Shares from time to time |
|
"Rothschild & Co" |
N.M. Rothschild & Sons Limited, Lead Financial Adviser and Rule 3 Adviser to N Brown |
|
"Scheme" |
the scheme of arrangement proposed to be made under Part 26 of the Companies Act between N Brown and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by N Brown and Bidco |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under Part 26 of the Companies Act |
|
"Scheme Document" |
the document to be sent to (among others) N Brown Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting |
|
"Scheme Record Time" |
the time and date specified in the Scheme Document, expected to be 6.00 pm London time on the Business Day immediately prior to the Effective Date |
|
"Scheme Shareholders" |
holders of Scheme Shares |
|
"Scheme Shares" |
N Brown Shares: (i) in issue as at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and (iii) (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme, but in each case other than the Excluded Shares |
|
"Scheme Voting Deadline" |
has the meaning given to it in Appendix C to this announcement |
|
"Scheme Voting Record Time" |
the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined |
|
"SEA Condition" |
has the meaning given to it in paragraph 12 of this announcement |
|
"Section 3(a)(10)" |
Section 3(a)(10) of the Securities Act |
|
"Securities Act" |
the US Securities Act of 1933 |
|
"Share Alternative" |
the alternative to the Cash Offer under which Eligible N Brown Shareholders may elect to receive Consideration Shares on and subject to the terms of this announcement and the terms and conditions to be set out the Scheme Document (or, if applicable, the Offer Document) in due course, further details of which are set out at paragraph 2 of this announcement |
|
"Shore Capital" |
Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited, as the context admits, together being Financial Adviser, Nominated Adviser and Corporate Broker to N Brown |
|
"Subscription Shares" |
has the meaning given to it in paragraph 15 of this announcement |
|
"Substantial Interest" |
a direct or indirect interest in 20% or more of the voting equity capital of an undertaking |
|
"Superior FG Proposal" |
has the meaning given to it in Appendix C to this announcement |
|
"Superior Takeover Proposal" |
has the meaning given to it in Appendix C to this announcement |
|
"Takeover Offer" |
if (subject to the consent of the Panel) Bidco elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 29 of the Companies Act), the offer to be made by or on behalf of Bidco to acquire the issued and to be issued share capital of N Brown on the terms and subject to the conditions to be set out in the related offer document |
|
"Third Party" |
a relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction |
|
"Total Consideration" |
has meaning given in paragraph 2 of Appendix D to this announcement |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United States of America" or "US" |
the United States of America, its territories, possessions, any state of the United States and the District of Columbia |
|
"US Exchange Act" |
the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder |
|
"Wider Bidco Group" |
Bidco and the subsidiaries and subsidiary undertakings of Bidco and associated undertakings (including any joint venture, partnership, firm or company in which Bidco or any such undertakings (aggregating their interests) have a Substantial Interest) |
|
"Wider N Brown Group" |
N Brown and the subsidiaries and subsidiary undertakings of N Brown and associated undertakings (including any joint venture, partnership, firm or company in which any member of the N Brown Group or any such undertakings (aggregating their interests) have a Substantial Interest) |
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" have the meanings given to them by the Companies Act.
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
All references to time in this announcement are to London time, unless otherwise stated. References to the singular include the plural, and vice versa.
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