REG - Falcon 24 Topco Ltd Brown (N.) Group PLC - Form 8 (OPD) - N Brown Group plc

N BrownAnnouncement

17/10/2024 09:00

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RNS Number : 5943I  Falcon 24 Topco Limited  17 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:                                                     Falcon 24 Topco Limited (a company owned and controlled by Joshua Alliance)
 (b) Owner or controller of interests and short positions disclosed, if          See section 3 below
 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?                                Offeror
 (e) Date position held:                                                         16 October 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 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:                                          Ordinary shares of 11 1/19 pence each

                                                                      Interests               Short positions

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

 (3) Stock-settled derivatives (including options) and agreements to  NIL         NIL         NIL         NIL
 purchase/sell:
                                                                      NIL         NIL         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:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

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:

 Members of the Alliance family concert party

Name                                                                            Number of N Brown Group plc held  Percentage of N Brown Group plc's issued share capital
 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    7,600,000                         1.63%
 The Alliance 1994 Settlement

 Northern Counties Securities Limited (a company controlled by Lord David        6,169,889                         1.32%
 Alliance of Manchester CBE)

 Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 1        4,902,452                         1.05%
 Children's Settlement

 Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 2        752,393                           0.16%
 Children's Settlement
 Alliance Family Foundation Limited (a charitable foundation controlled by Lord  4,517,237                         0.97%
 David Alliance of Manchester CBE and Sara Esterkin)

 Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of    3,619,047                         0.77%
 The Alliance 1997 Settlement

 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      1,866,429                         0.40%
 company controlled by Lord David Alliance of Manchester OBE), as trustees of

 the Sir David Alliance Children's Trust

 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    622,924                           0.13%
 relating to Nigel & Victoria Alliance's children

 The Anglo-Eastern Trust Limited (a company controlled by Lord David Alliance    468,210                           0.10%
 of Manchester CBE)

 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                             <0.01%

 Total                                                                           280,859,291                       60.06%

 

 The beneficiaries of the trusts and settlements referred to above are members
 of the wider Alliance family.

 

The beneficiaries of the trusts and settlements referred to above are members
of the wider Alliance family.

 

 

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:  17 October 2024
 Contact name:        Ben Farrow (Investec Bank plc)
 Telephone number:    020 7597 4000

 

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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