TIDMBWNG
RNS Number : 4179E
Brown (N.) Group PLC
05 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
5 November 2020
N Brown Group plc
("N Brown" or the "Group" or the "Company")
Publication of Prospectus
Further to the announcement made by N Brown on 5 November 2020
relating to the Capital Raising, the Company announces that the
combined prospectus, circular and AIM admission document in respect
of the Capital Raising (the "Prospectus") was approved today by the
Financial Conduct Authority and has been published on the Company's
website at https://www.nbrown.co.uk/investors , subject to certain
access restrictions.
The Prospectus, which contains the notice convening a closed
General Meeting to be held at Griffin House, 40 Lever Street,
Manchester, United Kingdom, M60 6ES at 10:00 a.m. on 23 November
2020, will be posted to Qualifying Shareholders that have elected
to receive hard copies of shareholder documentation on 5 November
2020.
A copy of the Prospectus has also been submitted to the National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Prospectus is not, subject to certain exceptions, available
(whether through the Company's website or otherwise) to
shareholders in the United States or any other restricted
jurisdiction.
Capitalised terms not otherwise defined in this announcement
shall have the meaning set out in the Appendix to the announcement
titled "Placing and Open Offer to raise c. GBP100 million" released
by the Company earlier today.
For further information:
N Brown Group plc
Sian Scriven, Corporate Communications
Manager
Joint Sponsor and Lead Financial Adviser
to N Brown +44 (0) 7825 593
Rothschild & Co 118
Andrew Thomas / Alistair Allen / Adam
Young / Shannon Nicholls
+44 (0) 161 827 3800
Global Co-ordinator, Joint Sponsor, +44 (0) 20 7280 5000
Joint Financial Adviser and Joint Corporate
Broker to N Brown
Jefferies
Philip Noblet / Lee Morton / Max Jones
/ Harry Le May
Proposed Nominated Adviser and Joint +44 (0) 20 7029 8000
Corporate Broker to N Brown
Shore Capital
Dru Danford / Stephane Auton / Daniel
Bush / John More
Financial PR Advisers +44 (0) 20 7408 4090
MHP Communications
Andrew Jaques / Simon Hockridge / James 0203 128 8789
Midmer nbrown@mhpc.com
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute,
an offer to sell or the solicitation of an offer to subscribe for
or buy, or an invitation to subscribe for or to purchase any
securities, or an offer to acquire any securities, or the
solicitation of any vote, in any jurisdiction.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Banks or by any of their respective affiliates or agents or any
of their respective directors, officers, employees, members,
agents, advisers, representatives or shareholders as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement. The Prospectus will give
further details of the New Ordinary Shares being offered pursuant
to the Capital Raising and will, following publication, be
available on the Company's website. Investors should not acquire
any New Ordinary Shares except on the basis of the information
contained in the Prospectus. This announcement is for informational
purposes only and does not purport to be complete. No reliance may
be placed by any person for any purpose on the information
contained in this announcement or its accuracy or completeness. The
information in this announcement is subject to change.
Each of the Banks is authorised and regulated in the United
Kingdom by the FCA. None of the Banks will regard any person
(whether or not a recipient of this document) other than the
Company as its customer in relation to the Capital Raising and none
of them will be responsible for providing the protections afforded
to its customers to any other person or for providing advice to any
other person in relation to the Capital Raising.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
The New Ordinary Shares have not been, and will not be,
registered under the Securities Act, or under the securities laws
of any State or other jurisdiction of the United States and may not
be offered, sold, pledged, taken up, resold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any State or other jurisdiction of the United States. There
will be no public offer of the New Ordinary Shares in the United
States.
The Open Offer (subject to certain limited exceptions) is only
being extended to Qualifying Shareholders, and as such the Capital
Raising (subject to certain limited exceptions) is not being
extended into the United States or any other Excluded Territory.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to sell, allot or issue, or any offer or invitation to
purchase or subscribe for, or any solicitation to purchase or
subscribe for, or an offer to acquire, any securities of the
Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa or in any other jurisdiction
where the extension or availability of the Capital Raising would
result in a requirement to comply with any governmental or other
consent or any registration filing or other formality which the
Company regards as unduly onerous or otherwise breach any
applicable law or regulation. This announcement and any other
document relating to the Capital Raising may not be sent into,
distributed or otherwise disseminated (including by custodians,
nominees or trustees or others that may have a contractual or legal
obligation to forward such documents) in the United States by use
of the mails or by any means or instrumentality of interstate or
foreign commerce (including, without limitation, email, facsimile
transmission, the internet or other form of electronic
transmission) or any facility of a national securities exchange of
the United States.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that they are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Capital Raising.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PDIBXBDBIGGDGGU
(END) Dow Jones Newswires
November 05, 2020 08:11 ET (13:11 GMT)
Brown (n) (LSE:BWNG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Brown (n) (LSE:BWNG)
Historical Stock Chart
From Apr 2023 to Apr 2024
