TIDMBWNG

RNS Number : 5035E

AIM

06 November 2020

 
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
 IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
 RULES") 
 
COMPANY NAME: 
N Brown Group plc ("N Brown" or the "Company") 
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
 TRADING ADDRESS (INCLUDING POSTCODES) : 
N Brown Group plc 
 Griffin House 
 40 Lever Street 
 Manchester 
 M60 6ES 
COUNTRY OF INCORPORATION: 
England and Wales 
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
 BY AIM RULE 26: 
https://www.nbrown.co.uk/investors 
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
 IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
 POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
 TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
N Brown is a top 10 UK clothing & footwear digital retailer, 
 focusing on the needs of the under-served customer groups. 
 N Brown was founded in 1859 and has become a leader in fashion 
 for plus size and older customers. 
 
 The Company and its subsidiaries (the "Group") operate through 
 a portfolio of 5 main brands: 3 womenswear brands being: JD 
 Williams, Simply Be and Ambrose Wilson; one menswear brand, 
 Jacamo; and its recently launched stand-alone homeware brand, 
 Home Essentials. The Group has over 2,000 employees and is 
 headquartered in Manchester, with its main distribution centre 
 being in Oldham. 
 
 N Brown also operates a financial services offering for customers. 
 In order to offer customers convenience and flexibility, the 
 Group allows customers to pay either immediately or utilise 
 a credit account for their purchases, spreading the cost of 
 their purchase over time. 
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
 AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
 and type of shares, nominal value and issue price to which 
 it seeks admission and the number and type to be held as treasury 
 shares): 
460,483,231 ordinary shares with a nominal value of 11 1/19 
 pence each ("Ordinary Shares"). 
 
 The Ordinary Shares are freely transferrable and have no restrictions 
 as to transfer placed on them. 
 
 The Company holds no Ordinary Shares in treasury. 
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
 AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
Capital to be raised on Admission: GBP100 million by way of 
 a placing and open offer Anticipated market capitalisation 
 on Admission: GBP262 million 
 
 Note: Market capitalisation on Admission is based on the issue 
 price of the capital to be raised on Admission, being 57 pence 
 per new Ordinary Share. 
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
Approximately TBC per cent. 
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
 THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
 OR WILL BE ADMITTED OR TRADED: 
None 
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
 (underlining the first name by which each is known or including 
 any other name by which each is known): 
Matthew (Matt) Samuel Davies - Independent Non-Executive Chairman 
 
 Stephen (Steve) Johnson - Chief Executive Officer 
 
 Rachel Claire Izzard - Chief Financial Officer 
 
 Lord David Alliance of Manchester CBE - Non-Executive Director 
 
 Ronald (Ron) Thomas McMillan - Senior Independent Non-Executive 
 Director 
 
 Margaret Lesley Jones - Independent Non-Executive Director 
 
 Richard Moross - Independent Non-Executive Director 
 
 Gillian (Gill) Carole Barr - Independent Non-Executive Director 
 
 Michael Alexander Nunes Ross - Independent Non-Executive Director 
 
 Victoria (Vicky) Grant Mitchell - Independent Non-Executive 
 Director 
 
 Joshua Jacob Moshe Alliance - Proposed Non-Executive Director 
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
 AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
 ADMISSION (underlining the first name by which each is known 
 or including any other name by which each is known): 
Shareholder                        Anticipated percentage  Anticipated percentage 
                                     of the Ordinary         of the Ordinary 
                                     Shares pre-admission*   Shares post-admission* 
 Lord David Alliance of Manchester  33.8%                   TBC% 
  CBE(1) 
 Schroder Investment Management     12.0%                   TBC% 
 Nigel Alliance OBE (together       11.0%                   TBC% 
  with his associates) 
 Hargreaves Lansdown Asset          5.67%                   TBC% 
  Management Ltd 
 Norges Bank                        3.0%                    TBC% 
 
 (1) Total direct and indirect beneficial interest, including 
 interests of trusts of which Lord David Alliance of Manchester 
 CBE is a trustee and of which Joshua Alliance is a beneficiary 
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
 2, PARAGRAPH (H) OF THE AIM RULES: 
None 
(i) ANTICIPATED ACCOUNTING REFERENCE DATE 
 (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
 DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
 interim financial information) 
 (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
 PURSUANT TO AIM RULES 18 AND 19: 
(i) The Saturday that falls closest to 28 February each year 
 (ii) N/A 
 (iii) 27 August 2021 (in respect of the annual report to 27 
 February 2021) 
 29 November 2021 (in respect of the half yearly report to 29 
 August 2021) 
 26 August 2022 (in respect of the annual report to 26 February 
 2022) 
EXPECTED ADMISSION DATE: 
23 December 2020 
NAME AND ADDRESS OF NOMINATED ADVISER: 
Shore Capital and Corporate Limited 
 Cassini House 
 57 St James's Street 
 London 
 SW1A 1LD 
NAME AND ADDRESS OF BROKER: 
Shore Capital Stockbrokers Limited 
 Cassini House 
 57 St James's Street 
 London 
 SW1A 1LD 
 
 Jefferies International Limited 
 100 Bishopsgate 
 London 
 EC2N 4JL 
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
 (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
 AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
 DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
A combined prospectus, circular and admission document, together 
 with information incorporated by reference into it, which contains 
 full details about the Company and the admission of its Ordinary 
 Shares, is available to view on the Company's website: https://www.nbrown.co.uk/investors 
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
 APPLY 
The UK Corporate Governance Code 
DATE OF NOTIFICATION: 
6 November 2020 
NEW/ UPDATE: 
New 
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
 
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
 SECURITIES HAVE BEEN TRADED: 
Premium listing segment of the official list of the FCA (the 
 "Official List") and the London Stock Exchange plc's main market 
 for listed securities (the "Main Market") 
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
 TRADED: 
10 November 1972 
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT 
 HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED 
 IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS 
 OF WHERE THERE HAS BEEN ANY BREACH: 
The Company has adhered to the legal and regulatory requirements 
 applicable to companies admitted to the premium listing segment 
 of the Official List and the Main Market. 
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS 
 WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS 
 (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
https://www.nbrown.co.uk/investors 
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
 IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
 STRATEGY: 
The Group has undertaken a detailed review of strategy focused 
 on returning it to sustainable growth and has built a plan 
 based on driving profitability through the Retail business, 
 whilst consolidating the Financial Services business. The Group 
 communicated its refreshed strategy on 25 June 2020 and set 
 out an "accelerate" phase driven by five growth pillars which 
 have been developed to reflect the focus of the business and 
 the external environment: 
 
 1. Distinct brands to attract broader range of customers 
 2. Improved product to drive customer frequency 
 3. New Home offering for customers to shop more across categories 
 4. Enhanced digital experience to increase customer conversion 
 5. Flexible credit to help customers shop 
 
 These growth pillars will be underpinned by people and culture, 
 data and a sustainable cost base appropriate for a digital 
 retailer. Further details of the Group's strategy are set out 
 in its combined prospectus, circular and admission document 
 which is available at: https://www.nbrown.co.uk/investors 
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING 
 POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE 
 OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE 
 BEEN PUBLISHED: 
Save as disclosed in the Company's half yearly results announcement 
 and its combined prospectus, circular and admission document, 
 both of which were published on 5 November 2020, there has 
 been no significant change in the financial or trading position 
 of N Brown since 29 February 2020, being the end of the last 
 financial period for which audited financial statements have 
 been published. 
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON 
 TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS 
 GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM 
 THE DATE OF ITS ADMISSION: 
The Company's combined prospectus, circular and admission document, 
 published on 5 November 2020 and which is available at: https://www.nbrown.co.uk/investors 
 contains the following statement: "In the opinion of the Directors 
 and the Proposed Director, having made due and careful enquiry, 
 taking into account the net proceeds of the Capital Raising 

 and the bank facilities available to the Group, the working 
 capital available to the Group is sufficient for its present 
 requirements, that is for at least the next 12 months from 
 the date of Admission." 
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE 
 AIM RULES: 
None 
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S 
 SECURITIES: 
Settlement will continue to be through the CREST system for 
 dealings in ordinary shares held in uncertificated form. Ordinary 
 Shares can also be dealt in certificated form. 
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
 SECURITIES: 
https://www.nbrown.co.uk/ 
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
 WHICH IS NOT CURRENTLY PUBLIC: 
The Company's combined prospectus, circular and admission document 
 published on 5 November 2020 is available at: https://www.nbrown.co.uk/investors 
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST 
 ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR 
 END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM 
 RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN 
 ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM 
 RULE 19: 
https://www.nbrown.co.uk/investors 
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
None

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(END) Dow Jones Newswires

November 06, 2020 13:40 ET (18:40 GMT)

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