BWNG Brown (n) 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

FOR IMMEDIATE RELEASE

29 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

Scheme Document published

On 17 October 2024, the board of directors of Falcon 24 Topco Limited ("Bidco") and the 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 Group plc ("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 scheme document, containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy and Form of Election for the Share Alternative, is today being published and sent to N Brown Shareholders (other than Restricted N Brown Shareholders) and, for information only, being made available to persons with information rights and participants in the N Brown Share Schemes.

The Scheme Document will be made available on N Brown's website at https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc.  Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Terms defined in the Scheme Document have the same meanings in this announcement.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting, the passing of the Special Resolution at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document, in particular the FCA Change in Control Condition and the GFSC Condition.

Notices of the Court Meeting and the General Meeting, which will be held at Griffin House, 40 Lever Street, Manchester M60 6ES on 20 November 2024, are set out in the Scheme Document. The Court Meeting will commence at 11.00 a.m. and the General Meeting at 11.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Scheme Shareholders and N Brown Shareholders are therefore strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting, using any of the methods set out in the Scheme Document, as soon as possible and, in any event, by no later than 11.00 a.m. on 18 November 2024 in the case of the Court Meeting and by no later than 11.15 a.m. on 18 November 2024 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the fixed time for the holding of the adjourned meeting).

Recommendation

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 recommend unanimously that N Brown Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, that N Brown Shareholders 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.

Bidco is separately offering the Share Alternative, which Eligible Scheme Shareholders will be able to elect for in relation to all but not some only of their holdings of N Brown Shares. The N Brown Independent Directors have reviewed the terms of the Share Alternative but, for the reasons described in the Scheme Document, 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 in the Scheme Document. 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 5 of Part 2 of the Scheme Document, 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 the Scheme Document.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of the requisite majorities of Scheme Shareholders at the Court Meeting, the requisite majority of N Brown Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become Effective in the first quarter of 2025.

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 N Brown's website at https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc.

N Brown Share Schemes

N Brown Share Schemes Award Holders will be contacted shortly by way of a letter (the "Rule 15 Letters"). The Rule 15 Letters contain details regarding the effect of the Scheme on their rights under the N Brown Share Schemes and the arrangements applicable to those participants, including details of appropriate proposals being made in relation to such rights and relevant dates and times.

Enquiries:

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 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 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 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 p.m. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 p.m. (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 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 (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.

Appendix

Expected timetable of principal events

The following indicative timetable sets out expected times and dates for the implementation of the Scheme.

Notes:

(1)   It is requested that blue Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the Court Meeting. A copy of a completed and signed blue Form of Proxy not so lodged may be handed to the chair of the Court Meeting or a representative of Link Group at any time before the time that the Court Meeting is due to commence and will still be valid.

(2)   White Forms of Proxy for the General Meeting must be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the General Meeting. White Forms of Proxy for the General Meeting not lodged by this time will be invalid.

(3)   If either the Court Meeting or the General Meeting is adjourned, the voting record time for the relevant adjourned Meeting will be 6.00 p.m. on the date falling two Business Days before the date of the adjourned Meeting.

(4)   To commence at 11.15 a.m. or as soon thereafter as the Court Meeting has concluded or been adjourned.

(5)   These dates and times are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Scheme Court Order is delivered to the Registrar of Companies for registration.

(6)   The Election Return Time will be announced by Bidco and/or N Brown at the same time as the announcement of the date of the Court Sanction Hearing, via a Regulatory Information Service, as soon as reasonably practicable once the date of the Court Sanction Hearing has been established. The Election Withdrawal Deadline shall be the later of (i) the Election Return Time and (ii) such other date and time as Bidco and N Brown may agree.

(7)   Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Scheme Court Order being delivered to the Registrar of Companies for registration.  This is presently expected to occur two Business Days following the date of the Court Sanction Hearing, subject to satisfaction or (where capable of waiver) waiver of the Conditions.

(8)   This is the latest date by which the Scheme may become Effective unless Bidco and N Brown agree (with the Panel's consent, if required) a later date or (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.

(9)   All references to times are to London time unless otherwise stated.

(10) The dates and times given are indicative only and are based on N Brown's and Bidco's current expectations and may be subject to change. If any of the expected times and/or dates above change (a) the revised times and/or dates will be notified to N Brown Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on N Brown's website at at https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc and (b) if required by the Panel, N Brown will send notice of the change(s) to N Brown Shareholders and, for information only to holders of awards under the N Brown Share Schemes.