TIDMBWNG

RNS Number : 5985J

Brown (N.) Group PLC

23 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.

23 December 2020

N Brown Group plc

("N Brown" or the "Group" or the "Company")

Admission to AIM

Confirmation of Board appointment

N Brown is pleased to announce that admission of the Enlarged Share Capital to trading on AIM will take place at 8.00 a.m. today, when completion of the Capital Raising to raise gross proceeds of c.GBP100 million, the results of which were announced on 15 December 2020, will also occur. At the same time, the admission of the Existing Ordinary Shares to listing on the premium listing segment of the Official List and to trading on the Main Market will be cancelled. The Ordinary Shares will continue to trade under the TIDM "BWNG".

Total voting rights

The total number of Ordinary Shares with voting rights in the Company with effect from AIM Admission is 460,483,231 and each Ordinary Share entitles the holder to a single vote at general meetings of the Company. The Company holds no Ordinary Shares in treasury. The figure of 460,483,231 may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

As a result of the Capital Raising, it is expected that the Substantial Shareholder will hold 184,196,762 Ordinary Shares, representing approximately 40% of the Enlarged Share Capital.

As a result of the Capital Raising, it is expected that 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.

Confirmation of Board appointment

As set out in the Prospectus, the Company also confirms that the appointment of Joshua Alliance to the Board as a Non-Executive Director will take effect from admission to AIM at 8.00 a.m. today.

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 
 Andrew Thomas / Alistair Allen / Adam         +44 (0) 7557 014 
 Young / Shannon Nicholls                       657 
 
 Global Co-ordinator, Joint Sponsor, 
 Joint Financial Adviser and Joint Corporate 
 Broker to N Brown 
                                                +44 (0) 161 827 3800 
 Jefferies                                      +44 (0) 20 7280 5000 
 Philip Noblet / Lee Morton / Max Jones 
 / Harry Le May 
 
 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 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.

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/or any other matters referred to in this announcement 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 and/or any other matters referred to in this announcement.

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END

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December 23, 2020 02:00 ET (07:00 GMT)

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