TIDMBWNG
RNS Number : 7287J
Brown (N.) Group PLC
23 December 2020
TR-1: S tandard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible) (i)
1a. Identity of the issuer or the N Brown Group plc
underlying issuer of existing shares Reg no. 00814103
to which voting rights are attached Reg. address Griffin House, 40 Lever
(ii) : Street, Manchester, M60 6ES
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1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
----
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
----
An acquisition or disposal of financial instruments
----
An event changing the breakdown of voting rights X
----
Other (please specify)(iii) :
----
3. Details of person subject to the notification obligation (iv)
Name Lord David Alliance of Manchester
CBE
City and country of registered office n/a
(if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name Lynchwood Nominees Limited
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City and country of registered office London, England
(if applicable)
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Name HSDL Nominees Limited
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City and country of registered office Halifax, England
(if applicable)
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Name The Anglo-Eastern Trust Limited
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City and country of registered office Manchester, England
(if applicable)
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Name Northern Counties Securities Limited
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City and country of registered office Manchester, England
(if applicable)
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Name Alliance Family Foundation Limited
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City and country of registered office Manchester, England
(if applicable)
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Name Alma Bettie Alliance
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City and country of registered office n/a
(if applicable)
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5. Date on which the threshold was 23/12/2020
crossed or reached (vi) :
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6. Date on which issuer notified (DD/MM/YYYY): 23/12/2020
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7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) of issuer (vii)
of 8. A) (total of 8.B
1 + 8.B 2)
------------------ ---------------------- --------------- --------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 40% - 40% 460,483,231
------------------ ---------------------- --------------- --------------------
Position of n/a
previous notification
(if
applicable)
------------------ ---------------------- --------------- --------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares (ix)
ISIN code (if
possible)
Direct Indirect Direct Indirect
(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive
2004/109/EC) 2004/109/EC) 2004/109/EC) (DTR5.1) 2004/109/EC)
(DTR5.1) (DTR5.2.1) (DTR5.2.1)
--------------------------
Ordinary shares
of 11 1/19 pence
each (ISIN:
GB00B1P6ZR11) 141,011,673 43,185,089 30.62% 9.38%
---------------------- -------------------------- ------------------------- ---------------------
SUBTOTAL 8. A 184,196,762 40%
-------------------------------------------------- ------------------------------------------------
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC
(DTR5.3.1.1 (a))
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may rights
(x) (xi) be acquired if
the instrument
is
exercised/converted.
----------- ------------------------------ -------------------------------- ---------------------
n/a
----------- ------------------------------ -------------------------------- ---------------------
SUBTOTAL 8. B 1
------------------------------ -------------------------------- ---------------------
B 2: Financial Instruments with similar economic effect according to
Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of Expiration Exercise/ Physical or Number of % of voting
financial date (x) Conversion cash voting rights rights
instrument Period (xi) settlement
(xii)
-------------------- -------------------- -------------------- --------------------
n/a
----------- -------------------- -------------------- --------------------
SUBTOTAL 8.B.2
-------------------- --------------------
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled
by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights X
and/or the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (xiv) (please add additional
rows as necessary)
Name (xv) % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than the instruments if it higher than the
notifiable threshold equals or is higher notifiable threshold
than the notifiable
threshold
---------------------- --------------------- ------------------------
Lord David Alliance
of Manchester CBE 30.62% - 30.62%
---------------------- --------------------- ------------------------
Lord David Alliance Below notifiable - Below notifiable
of Manchester CBE threshold threshold
---------------------- --------------------- ------------------------
The Anglo-Eastern Below notifiable - Below notifiable
Trust Limited threshold threshold
---------------------- --------------------- ------------------------
Northern Counties Below notifiable - Below notifiable
Securities Limited threshold threshold
---------------------- --------------------- ------------------------
Lord David Alliance
of Manchester CBE 4.61% - 4.61%
---------------------- --------------------- ------------------------
Lynchwood Nominees
Limited 4.61% - 4.61%
---------------------- --------------------- ------------------------
Lord David Alliance Below notifiable - Below notifiable
of Manchester CBE threshold threshold
---------------------- --------------------- ------------------------
HSDL Nominees Limited Below notifiable - Below notifiable
threshold threshold
---------------------- --------------------- ------------------------
Lord David Alliance Below notifiable - Below notifiable
of Manchester CBE threshold threshold
---------------------- --------------------- ------------------------
Alliance Family Below notifiable - Below notifiable
Foundation Limited threshold threshold
---------------------- --------------------- ------------------------
Lynchwood Nominees Below notifiable - Below notifiable
Limited threshold threshold
---------------------- --------------------- ------------------------
Lord David Alliance Below notifiable - Below notifiable
of Manchester CBE threshold threshold
---------------------- --------------------- ------------------------
Alliance Family Below notifiable - Below notifiable
Foundation Limited threshold threshold
---------------------- --------------------- ------------------------
Lord David Alliance Below notifiable - Below notifiable
of Manchester CBE threshold threshold
---------------------- --------------------- ------------------------
Alma Bettie Alliance Below notifiable - Below notifiable
threshold threshold
---------------------- --------------------- ------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
-----------------------------------------------
The number and % of voting rights
held
-----------------------------------------------
The date until which the voting rights
will be held
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11. Additional information (xvi)
Direct shareholdings:
Lord David Alliance's direct shareholdings are as follows: (i) shares
held in his personal capacity; (ii) shares registered in his name as
a trustee of The Alliance 1994 Settlement; (iii) shares registered in
his name as a trustee of The Alliance 1997 Settlement; (iv) shares held
jointly by him and Sara Esterkin; and (v) shares registered in his name
and in the name of David Alliance & Sons Limited (a company controlled
by him) as trustee of the Sir David Alliance Children's Trust.
Indirect shareholdings:
Lord David Alliance holds shares in the company through Lynchwood Nominees
Limited and HSDL Nominees Limited.
The Anglo-Eastern Trust Limited is wholly owned by Lord David Alliance
and Northern Counties Securities Limited is wholly owned by The Anglo-Eastern
Trust Limited.
The Alliance Family Foundation Limited is a charitable foundation of
which one of the shareholders is Lord David Alliance. The foundation
holds some of its shares directly and others via Lynchwood Nominee Limited.
Alma Bettie Alliance is Lord David Alliance's former wife. Sara Esterkin
holds a power of attorney in relation to Mrs. Alliance's shares.
Place of completion England
Date of completion 23/12/2020
-----------
Notes
(i) Please note that national forms may vary due to specific
national legislation (Article 3(1a) of Directive 2004/109/EC) as
for instance the applicable thresholds or information regarding
capital holdings.
(ii) Full name of the legal entity and further specification of
the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity). Indicate in
the relevant section whether the issuer is a non UK issuer.
(iii) Other reason for the notification could be voluntary
notifications, changes of attribution of the nature of the holding
(e.g. expiring of financial instruments) or acting in concert.
(iv) This should be the full name of (a) the shareholder; (b)
the natural person or legal entity acquiring, disposing of or
exercising voting rights in the cases provided for in DTR5.2.1 (b)
to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all
parties to the agreement referred to in Article 10 (a) of Directive
2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial
instruments referred to in Article 13(1) of Directive 2004/109/EC
(DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to
the specific circumstances (e.g. same or different total positions
of the parties, entering or exiting of acting in concert by a
single party) the standard form does not provide for a specific
method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h)
of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the
following list is provided as indication of the persons who should
be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of
that Directive (DTR5.2.1 (b)), the natural person or legal entity
that acquires the voting rights and is entitled to exercise them
under the agreement and the natural person or legal entity who is
transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of
that Directive (DTR5.2.1 (c)), the natural person or legal entity
holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and
natural person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in letter (d) of Article 10 of
that Directive (DTR5.2.1 (d)), the natural person or legal entity
who has a life interest in shares if that person or entity is
entitled to exercise the voting rights attached to the shares and
the natural person or legal entity who is disposing of the voting
rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of
that Directive (DTR5.2.1 (e)), the controlling natural person or
legal entity and, provided it has a notification duty at an
individual level under Article 9 (DTR 5.1), under letters (a) to
(d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under
a combination of any of those situations, the controlled
undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of
that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if
he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares
allowing the deposit taker to exercise the voting rights at his
discretion;
- in the circumstances foreseen in letter (g) of Article 10 of
that Directive (DTR5.2.1 (g)), the natural person or legal entity
that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of
that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise
the voting rights at his discretion, and the shareholder who has
given his proxy to the proxy holder allowing the latter to exercise
the voting rights at his discretion (e.g. management
companies).
(v) Applicable in the cases provided for in Article 10 (b) to
(h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be
the full name of the shareholder who is the counterparty to the
natural person or legal entity referred to in Article 10 of that
Directive (DTR5.2) unless the percentage of voting rights held by
the shareholder is lower than the lowest notifiable threshold for
the disclosure of voting rights holdings in accordance with
national practices (e.g. identification of funds managed by
management companies).
(vi) The date on which threshold is crossed or reached should be
the date on which the acquisition or disposal took place or the
other reason triggered the notification obligation. For passive
crossings, the date when the corporate event took effect.
(vii) The total number of voting rights shall be composed of all
the shares, including depository receipts representing shares, to
which voting rights are attached even if the exercise thereof is
suspended.
(viii) If the holding has fallen below the lowest applicable
threshold in accordance with national law, please note that it
might not be necessary in accordance with national law to disclose
the extent of the holding, only that the new holding is below that
threshold.
(ix) In case of combined holdings of shares with voting rights
attached "direct holding" and voting rights "indirect holding",
please split the voting rights number and percentage into the
direct and indirect columns - if there is no combined holdings,
please leave the relevant box blank.
(x) Date of maturity/expiration of the financial instrument i.e.
the date when right to acquire shares ends.
(xi) If the financial instrument has such a period - please
specify this period - for example once every 3 months starting from
[date].
(xii) In case of cash settled instruments the number and
percentages of voting rights is to be presented on a delta-adjusted
basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
(xiii) If the person subject to the notification obligation is
either controlled and/or does control another undertaking then the
second option applies.
(xiv) The full chain of controlled undertakings starting with
the ultimate controlling natural person or legal entity has to be
presented also in the cases, in which only on subsidiary level a
threshold is crossed or reached and the subsidiary undertaking
discloses the notification as only thus the markets get always the
full picture of the group holdings. In case of multiple chains
through which the voting rights and/or financial instruments are
effectively held the chains have to be presented chain by chain
leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.).
(xv) The names of controlled undertakings through which the
voting rights and/or financial instruments are effectively held
have to be presented irrespectively whether the controlled
undertakings cross or reach the lowest applicable threshold
themselves.
(xvi) Example: Correction of a previous notification.
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