공시 • Feb 13
Joshua Alliance completed the acquisition of remaining 93.38% stake in N Brown Group plc (AIM:BWNG) from a group of shareholders.
Joshua Alliance reached an agreement to acquire remaining 93.38% stake in N Brown Group plc (AIM:BWNG) from a group of shareholders for approximately £180 million on October 17, 2024. The acquisition will be made by Falcon 24 Topco Limited, a bidco company owned by Joshua Alliance. The consideration consists of election of £0.4 cash per share or to receive one unlisted ordinary share in the capital of Bidco for each N Brown Share held. As part of consideration, £3.53 million is paid towards Long Term Incentive Plan Awards and £5.49 million is paid towards Restricted Share Awards. The transaction is financed through a £15 million equity investment into Bidco by Joshua Alliance which will be funded from Joshua Alliance's existing cash resources, a £15 million term facility (all of which is available to be used to fund the consideration) and an £85 million revolving facility (of which £60 million is available for the purpose of funding the consideration) provided by National Westminster Bank plc and HSBC UK Bank plc and an additional equity investment of up to £10 million into Bidco by Joshua Alliance, which will be funded from Joshua Alliance's existing cash resources. The board of directors of N Brown Independent Directors intend to recommend unanimously that N Brown Shareholders vote in favor of the Scheme at the Court Meeting and the Resolutions at the General Meeting. Steve Johnson (interim chair and CEO) and Dominic Appleton (CFO), being the only N Brown Independent Directors who are interested in N Brown Shares, have also irrevocably undertaken to elect for the Share Alternative in respect of all of their current holdings of N Brown Shares. In addition, Bidco has received irrevocable undertakings from a significant majority of the members of the Alliance Family Concert Party who are interested in N Brown Shares.
The transaction is still subject to approval of the Scheme by a majority in number of representing not less than 75% in value of the N Brown Shares voted by Shareholders, the satisfaction of The Financial Conduct Authority Change in Control Condition, the satisfaction of the Guernsey Financial Services Commission Condition, third party approval and the sanction of the Scheme by the Court. The transaction has been approved by the board of directors of Falcon 24 Topco Limited and N Brown Group plc. The transaction is expected to become Effective in the first quarter of 2025. Notices of the Court Meeting and the General Meeting, which will be held on November 20, 2024. As of October 31, 2024, Guernsey Financial Services Commission approved the deal. As on November 20, 2024, N Brown is pleased to announce that the shareholders approved the Scheme. As on December 19, 2024, FCA gave the requisite approval to the Acquisition and, as such, the FCA Change in Control Condition has been satisfied. As on February 4, 2025, Under the Scheme, Eligible Scheme Shareholders were entitled to receive £0.4 cash per share held or one Consideration Share for each Scheme Share held. Eligible Scheme Shareholders were able to elect for the Share Alternative in relation to all but not some only of their holdings in N Brown Shares. As on February 10, 2025, Court Sanctioned the Scheme of Arrangement.
Oliver Cardigan and David Flin of Investec Bank plc acted as financial advisor to Falcon 24 Topco Limited and Joshua Alliance. Andrew Thomas, Alistair Allen and Tom Palmer of N.M. Rothschild & Sons Limited acted as financial advisor to N Brown Group plc. Stephane Auton, Daniel Bush and Rachel Goldstein of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited acted as financial advisor to N Brown Group plc. Tom Rose, Max Mittasch, Kirstie Hutchinson, Jeremy Moncrieff, Piers Barclay, Ras Berglund, Michael Sholem and Faye Jarvis of Macfarlanes LLP acted as legal advisor to Falcon 24 Topco Limited and Joshua Alliance. Addleshaw Goddard LLP acted as legal advisor to N Brown Group plc. Link Group Service Company Limited acted as registrar to N Brown Group plc.
Joshua Alliance completed the acquisition of remaining 93.38% stake in N Brown Group plc (AIM:BWNG) from a group of shareholders on February 12, 2025. The cancellation of admission of N Brown Shares to trading on AIM is expected to take effect on February 13, 2025.