TIDMBWNG
RNS Number : 6254I
Brown (N.) Group PLC
15 December 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. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
15 December 2020
N Brown Group plc
("N Brown" or the "Group" or the "Company")
Results of Open Offer
On 5 November 2020, N Brown Group plc announced details of a
proposed Placing and Open Offer (the "Capital Raising") to raise
gross proceeds of c.GBP100 million through the issue of 174,666,053
New Ordinary Shares at an issue price of 57 pence per New Ordinary
Share.
The Open Offer closed for acceptances at 11:00 a.m. on 14
December 2020. The Company has received valid acceptances from
Qualifying Shareholders under their Open Offer Entitlements in
respect of 60,018,958 Open Offer Shares, representing approximately
34% of the Open Offer Shares. As set out in the Prospectus, all
members of the Concert Party irrevocably undertook to not take up
their pro-rata entitlements (the "Concert Party Basic Entitlement
Shares") in the Open Offer, representing 78,303,460 New Ordinary
Shares and 44.83% of the Open Offer Shares. Accordingly, the valid
acceptances from Independent Shareholders (being Qualifying
Shareholders who are not members of the Concert Party) under their
Open Offer Entitlements represents approximately 62% of the Open
Offer Shares excluding the Concert Party Basic Entitlement
Shares.
In addition, the Company has received applications from
Independent Shareholders under the Excess Application Facility in
respect of 7,714,040 Open Offer Shares, representing approximately
4.4% of the Open Offer Shares. Per the terms set out in the
Prospectus, for the purposes of calculating the allocations of
Excess Shares, the members of the Concert Party are collectively
being regarded and treated as a single Qualifying Shareholder which
has taken up all of the Open Offer Entitlements of the members of
the Concert Party and applied for the maximum aggregate number of
Excess Shares for which the members of the Concert Party could
therefore apply. Therefore, for those purposes, in aggregate, the
Company has received valid applications from Qualifying
Shareholders in respect of 104,076,633 Open Offer Shares. As
applications under the Excess Application Facility cannot be
satisfied in full, applications for Open Offer Shares under the
Excess Application Facility will be scaled back in accordance with
the terms set out in the Prospectus.
Accordingly, 1,304,554 Open Offer Shares, representing
approximately 1% of the Open Offer Shares, will be allocated to the
Independent Shareholders who made valid applications under the
Excess Application Facility in accordance with the terms set out in
the Prospectus. The remaining 35,039,081 Open Offer Shares,
representing approximately 21% of the Open Offer Shares, will not
be allocated to any Shareholders under the Excess Application
Facility and will be subscribed for by the Placees (or any
assignees of the Substantial Shareholder) pursuant to and subject
to the terms and conditions of the Placing Agreement and in the
proportions to be agreed between the Substantial Shareholder and
the Proposed Director and notified to the Company (at any time
prior to 3.00 p.m. on 16 December 2020) and, in the absence of such
notification, 100% to the Substantial Shareholder.
As a result of the Capital Raising, it is expected that, subject
to and upon Admission, the Concert Party (defined as the
Substantial Shareholder, Nigel Alliance, Joshua Alliance and other
persons set out in paragraph 5(a) of Part 11 of the Prospectus)
will hold 241,475,491 Ordinary Shares, representing approximately
52% of the Enlarged Share Capital.
As previously announced on 23 November 2020, at the General
Meeting of the Company held at 10:00 a.m. on 23 November 2020, the
Resolutions (as set out in the Notice of General Meeting contained
in the Appendix to the Prospectus) were all passed.
Following the passing of the Resolutions on 23 November 2020,
the Company made an application to cancel the admission of its
Ordinary Shares to listing on the premium listing segment of the
Official List and to trading on the Main Market ("Delisting"), and
intends to apply for admission of its entire issued and to be
issued ordinary share capital, comprising 460,483,231 ordinary
shares of 11 1/9p each (as enlarged by the Capital Raising), to
trading on AIM ("Admission"). The Delisting is expected to become
effective at 8.00 a.m. on 23 December 2020 and Admission is
expected to become effective at 8.00 a.m. on the same date, 23
December 2020.
The Capital Raising and the Move to AIM remain inter-conditional
and conditional on, among other things:
-- the Placing Agreement becoming unconditional by 8.00 a.m. on
23 December 2020 (or such later time and/or date as the Substantial
Shareholder and the Company may agree, being not later than 8.00
a.m. on 15 January 2021) and not having been terminated in
accordance with its terms prior to Admission; and
-- the Introduction Agreement becoming unconditional by 8.00
a.m. on 23 December 2020 (or such later time and/or date as Shore
Capital and the Company may agree, being not later than 8.00 a.m.
on 15 January 2021) and not having been terminated in accordance
with its terms prior to Admission.
The Placing Agreement remains conditional on, among other
things:
-- Delisting occurring prior to Admission; and
-- Admission having become effective by not later than 8.00 a.m.
on 23 December 2020 (or such later time and/or date as the
Substantial Shareholder and the Company may agree, being not later
than 15 January 2021).
The Introduction Agreement remains conditional on, among other
things:
-- the London Stock Exchange agreeing to admit the Enlarged Share Capital to trading on AIM; and
-- Admission having become effective by not later than 8.00 a.m.
on 23 December 2020 (or such later time and/or date as Shore
Capital and the Company may agree, being not later than 15 January
2021).
If any of the conditions is not satisfied or, if applicable,
waived, then the Capital Raising will not take place.
An indicative timetable to closing for the Capital Raising, the
Delisting and Admission is set out below. The times and dates set
out in the indicative timetable and mentioned elsewhere in this
announcement are times and dates in London and may be adjusted by
the Company at its discretion. Should the expected timetable of
events change, the Company will make a further announcement at that
time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Last day of dealings in the Ordinary Shares 22 December 2020
on the Main Market
Cancellation of listing of the Ordinary 8.00 a.m. on 23 December 2020
Shares on the Official List
Admission and commencement of dealings 8.00 a.m. on 23 December 2020
in the Ordinary Shares on AIM
New Ordinary Shares credited to CREST accounts 23 December 2020
(uncertificated holders only)
Despatch of definitive share certificates no later than 6 January 2021
in respect of the New Ordinary Shares (where
applicable)
Commenting on today's announcement, Chief Executive Officer
Steve Johnson said:
"Securing the support of our shareholders, alongside the
significant commitment made by the Alliance family, leaves us well
placed to accelerate our strategic ambitions. Whilst we are mindful
of the ongoing uncertainty of the UK retail environment, we are
confident we can continue to build on the unique strength of the
Group's brands and remain focused on creating a sustainable
business delivering profitable growth over the long term."
The LEI of the Company is 213800QFPJQF2NUVAP09
Capitalised terms not otherwise defined in the text of this
announcement have the meanings given in the Company's announcement
of 5 November 2020 entitled "Placing and Open Offer to raise c.
GBP100 million" and the Prospectus.
For further information:
N Brown Group plc
Will Maclaren, Director of Investor
Relations and Corporate Communications
Joint Sponsor and Lead Financial Adviser
to N Brown
Rothschild & Co +44 (0) 7557 014
Andrew Thomas / Alistair Allen / Adam 657
Young / Shannon Nicholls
Global Co-ordinator, Joint Sponsor, +44 (0) 161 827 3800
Joint Financial Adviser and Joint Corporate +44 (0) 20 7280 5000
Broker to N Brown
Jefferies
Philip Noblet / Lee Morton / Max Jones
/ Harry Le May
Proposed Nominated Adviser and Joint
Corporate Broker to N Brown +44 (0) 20 7029 8000
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 +44 (0) 203 128 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 (as defined in the Company's announcement on 5 November
2020 entitled "Placing and Open Offer to raise c. GBP100 million")
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. 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.
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
has not been, and there will not be, a public offer of the New
Ordinary Shares in the United States.
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END
ROIKKQBPKBDBDBD
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December 15, 2020 02:00 ET (07:00 GMT)
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