AIM Sch 1 - N Brown Group Plc (5035E)
November 06 2020 - 3:00AM
UK Regulatory
TIDMBWNG
RNS Number : 5035E
AIM
06 November 2020
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
N Brown Group plc ("N Brown" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
N Brown Group plc
Griffin House
40 Lever Street
Manchester
M60 6ES
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://www.nbrown.co.uk/investors
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
N Brown is a top 10 UK clothing & footwear digital retailer,
focusing on the needs of the under-served customer groups.
N Brown was founded in 1859 and has become a leader in fashion
for plus size and older customers.
The Company and its subsidiaries (the "Group") operate through
a portfolio of 5 main brands: 3 womenswear brands being: JD
Williams, Simply Be and Ambrose Wilson; one menswear brand,
Jacamo; and its recently launched stand-alone homeware brand,
Home Essentials. The Group has over 2,000 employees and is
headquartered in Manchester, with its main distribution centre
being in Oldham.
N Brown also operates a financial services offering for customers.
In order to offer customers convenience and flexibility, the
Group allows customers to pay either immediately or utilise
a credit account for their purchases, spreading the cost of
their purchase over time.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
460,483,231 ordinary shares with a nominal value of 11 1/19
pence each ("Ordinary Shares").
The Ordinary Shares are freely transferrable and have no restrictions
as to transfer placed on them.
The Company holds no Ordinary Shares in treasury.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: GBP100 million by way of
a placing and open offer Anticipated market capitalisation
on Admission: GBP262 million
Note: Market capitalisation on Admission is based on the issue
price of the capital to be raised on Admission, being 57 pence
per new Ordinary Share.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Approximately TBC per cent.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Matthew (Matt) Samuel Davies - Independent Non-Executive Chairman
Stephen (Steve) Johnson - Chief Executive Officer
Rachel Claire Izzard - Chief Financial Officer
Lord David Alliance of Manchester CBE - Non-Executive Director
Ronald (Ron) Thomas McMillan - Senior Independent Non-Executive
Director
Margaret Lesley Jones - Independent Non-Executive Director
Richard Moross - Independent Non-Executive Director
Gillian (Gill) Carole Barr - Independent Non-Executive Director
Michael Alexander Nunes Ross - Independent Non-Executive Director
Victoria (Vicky) Grant Mitchell - Independent Non-Executive
Director
Joshua Jacob Moshe Alliance - Proposed Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder Anticipated percentage Anticipated percentage
of the Ordinary of the Ordinary
Shares pre-admission* Shares post-admission*
Lord David Alliance of Manchester 33.8% TBC%
CBE(1)
----------------------- ------------------------
Schroder Investment Management 12.0% TBC%
----------------------- ------------------------
Nigel Alliance OBE (together 11.0% TBC%
with his associates)
----------------------- ------------------------
Hargreaves Lansdown Asset 5.67% TBC%
Management Ltd
----------------------- ------------------------
Norges Bank 3.0% TBC%
----------------------- ------------------------
(1) Total direct and indirect beneficial interest, including
interests of trusts of which Lord David Alliance of Manchester
CBE is a trustee and of which Joshua Alliance is a beneficiary
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) The Saturday that falls closest to 28 February each year
(ii) N/A
(iii) 27 August 2021 (in respect of the annual report to 27
February 2021)
29 November 2021 (in respect of the half yearly report to 29
August 2021)
26 August 2022 (in respect of the annual report to 26 February
2022)
EXPECTED ADMISSION DATE:
23 December 2020
NAME AND ADDRESS OF NOMINATED ADVISER:
Shore Capital and Corporate Limited
Cassini House
57 St James's Street
London
SW1A 1LD
NAME AND ADDRESS OF BROKER:
Shore Capital Stockbrokers Limited
Cassini House
57 St James's Street
London
SW1A 1LD
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A combined prospectus, circular and admission document, together
with information incorporated by reference into it, which contains
full details about the Company and the admission of its Ordinary
Shares, is available to view on the Company's website: https://www.nbrown.co.uk/investors
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The UK Corporate Governance Code
DATE OF NOTIFICATION:
6 November 2020
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
Premium listing segment of the official list of the FCA (the
"Official List") and the London Stock Exchange plc's main market
for listed securities (the "Main Market")
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
10 November 1972
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
The Company has adhered to the legal and regulatory requirements
applicable to companies admitted to the premium listing segment
of the Official List and the Main Market.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
https://www.nbrown.co.uk/investors
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
The Group has undertaken a detailed review of strategy focused
on returning it to sustainable growth and has built a plan
based on driving profitability through the Retail business,
whilst consolidating the Financial Services business. The Group
communicated its refreshed strategy on 25 June 2020 and set
out an "accelerate" phase driven by five growth pillars which
have been developed to reflect the focus of the business and
the external environment:
1. Distinct brands to attract broader range of customers
2. Improved product to drive customer frequency
3. New Home offering for customers to shop more across categories
4. Enhanced digital experience to increase customer conversion
5. Flexible credit to help customers shop
These growth pillars will be underpinned by people and culture,
data and a sustainable cost base appropriate for a digital
retailer. Further details of the Group's strategy are set out
in its combined prospectus, circular and admission document
which is available at: https://www.nbrown.co.uk/investors
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
Save as disclosed in the Company's half yearly results announcement
and its combined prospectus, circular and admission document,
both of which were published on 5 November 2020, there has
been no significant change in the financial or trading position
of N Brown since 29 February 2020, being the end of the last
financial period for which audited financial statements have
been published.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
The Company's combined prospectus, circular and admission document,
published on 5 November 2020 and which is available at: https://www.nbrown.co.uk/investors
contains the following statement: "In the opinion of the Directors
and the Proposed Director, having made due and careful enquiry,
taking into account the net proceeds of the Capital Raising
and the bank facilities available to the Group, the working
capital available to the Group is sufficient for its present
requirements, that is for at least the next 12 months from
the date of Admission."
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
None
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
Settlement will continue to be through the CREST system for
dealings in ordinary shares held in uncertificated form. Ordinary
Shares can also be dealt in certificated form.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
https://www.nbrown.co.uk/
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
The Company's combined prospectus, circular and admission document
published on 5 November 2020 is available at: https://www.nbrown.co.uk/investors
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
https://www.nbrown.co.uk/investors
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None
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END
PAAUPGUCGUPUURQ
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November 06, 2020 04:00 ET (09:00 GMT)
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