REG - Brown (N.) Group PLC - Court Sanction of Scheme of Arrangement

N BrownAnnouncement

10/02/2025 12:45

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RNS Number : 5544W  Brown (N.) Group PLC  10 February 2025

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

10 February 2025

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

Court Sanction of Scheme of Arrangement

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"), implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). The scheme document in relation to the Acquisition was published on
29 October 2024 (the "Scheme Document").

Court Sanction

Further to the announcement made on 20 November 2024 in relation to the
results of the Court Meeting and General Meeting, the announcement made on 20
December 2024 regarding the update on Conditions and timetable and the
announcement made on 4 February 2025 in relation to the Share Alternative
uptake, N Brown is pleased to announce that the Court has today issued the
Scheme Court Order sanctioning the Scheme.

Next Steps

The Scheme remains conditional on, and will become Effective upon, the
delivery of the Scheme Court Order to the Registrar of Companies, which is
expected to occur on 12 February.

The last day of dealings in, and for registrations and transfers of, N Brown
Shares on AIM will be 11 February 2025. No transfers of N Brown Shares will be
registered after 6.00 p.m. on 11 February 2025.

An application has been made for the suspension of admission to trading in N
Brown Shares on AIM and such suspension is expected to take effect at or
around 7.30 a.m. on 12 February 2025. An application has also been made for
the cancellation of admission of N Brown Shares to trading on AIM and, subject
to the Scheme becoming Effective, such cancellation is expected to take place
at 7.00 a.m. on 13 February 2025.

A further announcement will be made when the Scheme has become Effective.

General

There has been no material change to the expected timetable of principal
events for the Acquisition set out in the announcement made by N Brown on 4
February 2025. If any of the expected times and/or dates change, the revised
times and/or dates will be notified to N Brown Shareholders by announcement
through a Regulatory Information Service.

Full details of the Acquisition are set out in the Scheme Document which is
also available on N Brown's website at
https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc
(https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc)
.

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

All references to times in this announcement are to London times unless
otherwise stated.

Enquiries

 Investec (Financial Adviser to Bidco and Joshua Alliance)                      +44 (0) 20 7597 4000

Oliver Cardigan / David Flin / Ben Farrow
 N Brown                                                                        +44 (0) 161 236 8256

Steve Johnson / Dominic Appleton / Christian Wells
 Rothschild & Co (Lead Financial Adviser and Rule 3 Adviser to N Brown)         +44 (0) 161 827 2800
 Andrew Thomas / Alistair Allen / Tom Palmer
 Shore Capital (Financial Adviser, Nominated Adviser and Corporate Broker to N  +44 (0) 20 7408 4090
 Brown)
 Stephane Auton / Daniel Bush / Rachel Goldstein

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
(http://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 (http://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
(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.

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