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
FOR IMMEDIATE RELEASE
20 November 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
RESULTS OF COURT MEETING AND GENERAL MEETING
On 17 October 2024, the board of directors of Falcon 24 Topco Limited ("Bidco") and the N Brown Group plc ("N Brown") Independent Directors announced that they had 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 (the "Acquisition"). 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 (the "Scheme").
N Brown is pleased to announce that the Court Meeting to consider and, if thought fit, approve the Scheme and the General Meeting to consider, and if thought fit, pass the Special Resolution relating to the Acquisition were each held today and:
- Scheme Shareholders voted to approve the Scheme at the Court Meeting; and
- N Brown Shareholders voted to approve the Special Resolution at the General Meeting.
Voting results of the Court Meeting
Results of the poll at the Court Meeting held on 20 November 2024 were as follows:
|
No. of Scheme Shareholders voting* |
% of Scheme Shareholders voting** |
No. of Scheme Shares voted* |
% of Scheme Shares voted** |
No. of Scheme Shares voted as a % of the issued share capital eligible to be voted at the Court Meeting**# |
For |
137 |
92.57% |
346,398,489 |
99.82% |
79.32% |
Against |
11 |
7.43% |
625,679 |
0.18% |
0.14% |
Total |
144 |
100.00% |
347,024,168 |
100.00% |
79.47% |
* Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column.
** Rounded to two decimal places.
# The total number of Scheme Shares in issue at the Scheme Voting Record Time was 436,687,611.
Voting results of the General Meeting
Results of the poll at the General Meeting held on 20 November 2024 were as follows:
|
No. of N Brown Shares voted |
% of N Brown Shares voted* |
%* of N Brown Shares voted as a % of the total number of N Brown Shares in issue |
For |
390,322,267 |
99.86% |
83.47% |
Against |
559,935 |
0.14% |
0.12% |
Total |
390,889,549 |
100.00% |
83.59% |
Withheld** |
7,347 |
0.00% |
0.00% |
* Rounded to two decimal places.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the resolution.
Next steps and timetable
The Scheme remains subject to the sanction by the Court at the Scheme Court Hearing, which is expected to take place in the first quarter of 2025, and the satisfaction (or, if capable of waiver, the waiver) of the other Conditions to the Scheme, in particular the FCA Change in Control Condition. Subject to the Scheme receiving the sanction of the Court, the Scheme is expected to become effective in the first quarter of 2025.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 9 and 10 of the Scheme Document. If any of the key dates set out in the timetable change, N Brown will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website at https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc.
Terms defined in the Scheme Document dated 29 October 2024 have the same meanings in this announcement.
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 because it contains important information relating to the Acquisition.
This announcement 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
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the
Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively, "Shore Capital"), which are authorised and regulated in the
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the
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
Further details in relation to Overseas Shareholders are 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.
Notice to US N Brown Shareholders
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
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
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 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
In accordance with normal
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 p.m. (
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 p.m. (
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 of the Code.
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 of the Code).
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.
Publication on website and availability of 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/recommended-acquisition-of-n-brown-group-plc. by no later than 12 noon (
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