REG - Brown (N.) Group PLC - Form 8 (OPD) N Brown Group plc

N BrownAnnouncement

23/10/2024 16:15

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RNS Number : 3568J  Brown (N.) Group PLC  23 October 2024

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     N Brown Group plc ("N Brown")
 (b) Owner or controller of interests and short positions disclosed, if
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  N Brown Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         22 October 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     NIL     -      NIL       -
 (2) Cash-settled derivatives:                                        NIL     -      NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL     -      NIL       -
 purchase/sell:
                                                                      NIL     -      NIL       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 N Brown independent directors

 (a) The following independent directors of N Brown have the interests in N
 Brown set out below:

Name              Position                         Number of ordinary shares  Percentage of N Brown Group plc issued share capital (to two decimal places)
 Steve Johnson     Interim Executive Chair and CEO  735,681                    0.16
 Dominic Appleton  Chief Financial Officer          249,061                    0.05

 

 (b) The following independent directors of N Brown have rights to the scheme
 interests set out below:

 Steve Johnson, Interim Executive Chair and CEO

Scheme under which granted                       Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (£)   Vesting date   Expiry / lapse date
 NBrown Group plc 2014 Long-Term Incentive Plan  2,613,625                                                      8 August 2022  Nil Cost                       6 August 2025  8 August 2032
 NBrown Group plc Share Plan (2023 plan)         1,521,300                                                      7 August 2023  Nil Cost                       6 August 2026  7 August 2033
 NBrown Group plc Share Plan (2023 plan)         1,527,101                                                      6 August 2024  Nil Cost                       6 August 2027  6 August 2034

 

 Dominic Appleton, CFO

Scheme under which granted                Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (£)   Vesting date   Expiry / lapse date
 NBrown Group plc Share Plan (2023 plan)  951,087                                                        7 August 2023  Nil Cost                       6 August 2026  7 August 2033
 NBrown Group plc Share Plan (2023 plan)  954,713                                                        6 August 2024  Nil Cost                       6 August 2027  6 August 2034

 

 Lord David Alliance of Manchester CBE and Joshua Alliance's interests are set
 out in the offeror's OPD.

 

 

(b) The following independent directors of N Brown have rights to the scheme
interests set out below:

 

Steve Johnson, Interim Executive Chair and CEO

 

 Scheme under which granted                       Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (£)   Vesting date   Expiry / lapse date
 N Brown Group plc 2014 Long-Term Incentive Plan  2,613,625                                                      8 August 2022  Nil Cost                       6 August 2025  8 August 2032
 N Brown Group plc Share Plan (2023 plan)         1,521,300                                                      7 August 2023  Nil Cost                       6 August 2026  7 August 2033
 N Brown Group plc Share Plan (2023 plan)         1,527,101                                                      6 August 2024  Nil Cost                       6 August 2027  6 August 2034

 

 

 

 

Dominic Appleton, CFO

 

 Scheme under which granted                Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (£)   Vesting date   Expiry / lapse date
 N Brown Group plc Share Plan (2023 plan)  951,087                                                        7 August 2023  Nil Cost                       6 August 2026  7 August 2033
 N Brown Group plc Share Plan (2023 plan)  954,713                                                        6 August 2024  Nil Cost                       6 August 2027  6 August 2034

 

 

Lord David Alliance of Manchester CBE and Joshua Alliance's interests are set
out in the offeror's OPD.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  23 October 2024
 Contact name:        Christian Wells, Company Secretary
 Telephone number:    07795 190606

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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