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
31 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
Satisfaction of GFSC Condition
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").
On 29 October 2024, N Brown
announced the publication of a 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. Terms defined in the Scheme Document have the same
meanings in this announcement.
The Acquisition is subject to the
Conditions set out in Part 4 of the Scheme Document, including the
approval of the Guernsey Financial Services Commission ("GFSC") of
the Acquisition. N Brown and Bidco are pleased to announce that the
GFSC has confirmed that it has no objection to the Acquisition and,
as such, the GFSC Condition has been satisfied.
Completion of the Acquisition
remains subject to the waiver or satisfaction of the remaining
Conditions set out in Part 4 of the Scheme Document, including
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 of the FCA Change in Control
Condition.
The expected timetable of principal
events for the implementation of the Scheme remains as set out on
page 9 of the Scheme Document.
Enquiries:
Investec (Financial Adviser to Bidco and Joshua
Alliance)
Oliver Cardigan / David Flin / Ben Farrow
|
+44
(0) 20 7597 4000
|
N
Brown
Steve Johnson / Dominic Appleton / Christian Wells
|
+44
(0) 161 236 8256
|
Rothschild & Co (Lead Financial Adviser and Rule 3 Adviser
to N Brown) Andrew Thomas /
Alistair Allen / Tom Palmer
|
+44
(0) 161 827 2800
|
Shore Capital (Financial Adviser, Nominated Adviser and
Corporate Broker to N Brown) Stephane Auton / Daniel Bush / Rachel Goldstein
|
+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 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
10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th 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.