BWNG Brown (n) Group Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

31 January 2025

RECOMMENDED ACQUISITION

of

N BROWN GROUP PLC

by

FALCON 24 TOPCO LIMITED

(a company owned and controlled by Joshua Alliance)

to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006

Issue of equity, total voting rights and Rule 2.9 announcement

N Brown Group Plc ("N Brown" or the "Company") announces that it has issued a total of 8,264,391 ordinary shares of 11 1/19 pence each in the Company ("Ordinary Shares") to the Company's Employee Benefit Trust to satisfy the vesting and exercise of share awards previously granted to employees under the Company's 2014 Long Term Incentive Plan and its 2023 Long Term Incentive Plan.

An application for the admission of the 8,264,391 Ordinary Shares ("New Ordinary Shares") to trading on AIM has been made and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 5 February 2025 ("Admission"). The New Ordinary Shares will rank pari-passu with the Company's existing issued ordinary shares.

Total voting rights

Following Admission, the Company's share capital and total voting rights comprise 475,895,802 Ordinary Shares and the Company does not hold any shares in treasury. Consequently, 475,895,802 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, N Brown under the FCA's Disclosure Guidance and Transparency Rules.

Rule 2.9 of the City Code on Takeovers and Mergers (the "Code")

For the purposes of Rule 2.9 of the Code, N Brown confirms that it has in issue 475,895,802 ordinary shares of 11 1/19p each. The ISIN for the shares is GB00B1P6ZR11. N Brown holds no shares in treasury.

Terms not otherwise defined in this announcement have the same meanings given to them in the scheme document published by the Company on 29 October 2024.

Enquiries

Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Lead Financial Adviser and Rule 3 Adviser to N Brown exclusively and no one else in connection with the Acquisition and will not be responsible to anyone other than N Brown for providing the protections afforded to clients of N Brown nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively, "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as acting as Financial Adviser, Nominated Adviser and Corporate Broker to N Brown exclusively and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than N Brown for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to in this announcement. Neither Shore Capital nor any of their affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on N Brown's website at https://www.nbrown.co.uk/investors/recommended-acquisition-of-n-brown-group-plc by no later than 12 noon (London time) on the Business Day following publication of this announcement. For the avoidance of doubt, the contents of any websites referred to in this announcement are not incorporated into and do not form part of this announcement.