TIDMBWNG
RNS Number : 1698G
Brown (N.) Group PLC
23 November 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 November 2020
N Brown Group plc
("N Brown" or the "Group" or the "Company")
Results of General Meeting
N Brown previously announced on 5 November 2020 the publication
of the combined prospectus, circular and AIM admission document
(the "Prospectus") in respect of the Capital Raising and the
proposed delisting of its Ordinary Shares from the premium listing
segment of the Official List and from trading on the Main Market
and the admission of its Ordinary Shares to trading on AIM, to
which was appended a notice to convene a General Meeting of the
Company, which was held today at 10:00 a.m. at Griffin House, 40
Lever Street, Manchester, United Kingdom, M60 6ES on 23 November
2020 and is available on the Company's website at
www.nbrown.co.uk.
At the voting record time, the Company had 285,817,178 Ordinary
Shares in issue, none of which were held in treasury. The total
voting rights in the Company were therefore 285,817,178.
The Company is pleased to announce that all of the Resolutions
set out in the notice of the General Meeting appended to the
Prospectus were passed at the General Meeting. A poll was conducted
on each Resolution proposed at the General Meeting and the numbers
of votes cast for and against each of the Resolutions, and the
number of votes withheld, are detailed below:
No. For* %** No. Against %** Against Total % ISC No.***
For votes Withheld
cast (excl.
withheld)
ORDINARY RESOLUTIONS
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 1:
Authority to
allot shares 207,211,229 99.24% 1,595,890 0.76% 208,807,119 73.06 515,762
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 3:
Related party
transaction 76,003,574 94.22% 4,663,136 5.78% 80,666,710 28.22 128,656,170
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 6:
Rule 9 Waiver 75,933,435 94.15% 4,717,186 5.85% 80,650,621 28.22 128,672,259
------------ ------- ------------ ------------ ------------- ------ ------------
SPECIAL RESOLUTIONS
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 2:
Disapplication
of pre-emption
rights 207,078,688 99.19% 1,698,644 0.81% 208,777,332 73.05 545,549
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 4:
De-listing and
Admission 207,416,632 99.34% 1,383,342 0.66% 208,799,974 73.05 522,907
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 4:
Independent Shareholders
Only 79,283,682 98.29% 1,383,342 1.71% - - 522,907
------------ ------- ------------ ------------ ------------- ------ ------------
Resolution 5:
Amendments to
Articles of Association 207,383,833 99.32% 1,419,635 0.68% 208,803,468 73.05 519,413
------------ ------- ------------ ------------ ------------- ------ ------------
Notes:
* Votes in favour include votes where the Chair of the General
Meeting was given discretion regarding how to vote.
** Percentages are expressed as a proportion of total votes cast
(which does not include votes withheld).
*** A 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' the
Resolutions.
Resolutions 1, 3 and 6 were passed as ordinary resolutions and
Resolutions 2, 4 and 5 were passed as special resolutions, with
Resolution 4 also having been passed by a majority of the
independent shareholders.
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions passed at the General Meeting will be submitted to the
National Storage Mechanism where it will shortly be available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Following the passing of the Resolutions, the Company today
expects to make an application to cancel the admission of its
Ordinary Shares to listing on the premium listing segment of the
Official List and to trading on the Main Market ("Delisting"), and
intends to apply for admission of its entire issued and to be
issued ordinary share capital, comprising 460,483,231 ordinary
shares of 11 1/9p each (as enlarged by the Capital Raising), to
trading on AIM ("Admission"). The Delisting is expected to become
effective at 8.00 a.m. on 23 December 2020 and Admission is
expected to become effective at 8.00 a.m. on the same date, 23
December 2020.
The Capital Raising and the Move to AIM remain inter-conditional
and conditional on, among other things:
-- the Placing Agreement becoming unconditional by 8.00 a.m. on
23 December 2020 (or such later time and/or date as the Substantial
Shareholder and the Company may agree, being not later than 8.00
a.m. on 15 January 2021) and not having been terminated in
accordance with its terms prior to Admission; and
-- the Introduction Agreement becoming unconditional by 8.00
a.m. on 23 December 2020 (or such later time and/or date as Shore
Capital and the Company may agree, being not later than 8.00 a.m.
on 15 January 2021) and not having been terminated in accordance
with its terms prior to Admission.
The Placing Agreement remains conditional on, among other things
:
-- Delisting occurring prior to Admission; and
-- Admission having become effective by not later than 8.00 a.m.
on 23 December 2020 (or such later time and/or date as the
Substantial Shareholder and the Company may agree, being not later
than 15 January 2021).
The Introduction Agreement remains conditional on, among other
things :
-- the London Stock Exchange agreeing to admit the Enlarged Share Capital to trading on AIM; and
-- Admission having become effective by not later than 8.00 a.m.
on 23 December 2020 (or such later time and/or date as Shore
Capital and the Company may agree, being not later than 15 January
2021).
If any of the conditions is not satisfied or, if applicable,
waived, then the Capital Raising will not take place.
Following the passing of Resolution 4, being the Whitewash
Resolution by Independent Shareholders approving the Rule 9 Waiver,
on completion of the Capital Raising, and subject to the
participation in the Open Offer by Qualifying Shareholders:
(a) the Concert Party's aggregate interest in the Company could
increase to shares carrying between a minimum of approximately 44.8
per cent. and a maximum of approximately 65.8 per cent. of the
voting rights in the Company. If that percentage is not more than
50 per cent. of such voting rights, any member of the Concert Party
would not, except with the consent of the Takeover Panel, be able
to acquire any further Ordinary Shares without incurring an
obligation to make a general offer for the Company in accordance
with Rule 9 of the City Code. If that percentage is more than 50
per cent. of such voting rights, any member of the Concert Party
would be able to acquire any further Ordinary Shares without
incurring an obligation to make a general offer for the Company in
accordance with Rule 9 of the City Code unless (i) that member of
the Concert Party holds shares carrying 30 per cent. or more of the
voting rights in the Company but does not hold shares carrying more
than 50 per cent. of the voting rights in the Company or (ii) that
member of the Concert Party's interest in the Company increases to
shares carrying 30 per cent. or more, but not more than 50 per
cent., of the voting rights in the Company, in which case the
Takeover Panel may deem such an obligation to have arisen; and
(b) the Substantial Shareholder's aggregate interest in the
Company (including the interests of his associates (as defined in
the Listing Rules)) could increase to shares carrying between a
minimum of approximately 38.0 per cent. and a maximum of
approximately 58.9 per cent. of the voting rights in the Company
assuming no assignment is made to other parties. If that percentage
is not more than 50 per cent. of such voting rights, any member of
the Concert Party would not, except with the consent of the
Takeover Panel, be able to acquire any further Ordinary Shares
without incurring an obligation to make a general offer for the
Company in accordance with Rule 9 of the City Code. If that
percentage is more than 50 per cent. of such voting rights, any
member of the Concert Party would be able to acquire any further
Ordinary Shares without incurring an obligation to make a general
offer for the Company in accordance with Rule 9 of the City Code
unless (i) that member of the Concert Party holds shares carrying
30 per cent. or more of the voting rights in the Company but does
not hold shares carrying more than 50 per cent. of the voting
rights in the Company or (ii)
that member of the Concert Party's interest in the Company
increases to shares carrying 30 per cent. or more, but not more
than 50 per cent., of the voting rights in the Company, in which
case the Takeover Panel may deem such an obligation to have
arisen.
An indicative timetable to closing for the Capital Raising, the
Delisting and Admission is set out below. The times and dates set
out in the indicative timetable and mentioned elsewhere in this
announcement are times and dates in London and may be adjusted by
the Company at its discretion. Should the expected timetable of
events change, the Company will make a further announcement at that
time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Pre-cancellation notice period 24 November - 22 December
2020
Recommended latest time for requesting 4.30 p.m. on 8 December 2020
withdrawal of Open Offer Entitlements and
Excess Entitlements from CREST (i.e. if
your Open Offer Entitlements are in CREST
and you wish to convert them to certificated
form)
Latest time and date for depositing Open 3.00 p.m. on 9 December 2020
Offer Entitlements and Excess Entitlements
into CREST (i.e. your Open Offer Entitlements
are represented by an Application Form
and you wish to convert them to uncertificated
form)
Latest time and date for splitting of Application 3.00 p.m. on 10 December 2020
Forms (to satisfy bona fide market claims
only)
Latest time and date for receipt of completed 11.00 a.m. on 14 December
Application Forms and payment in full under 2020
the Open Offer or settlement of relevant
CREST instructions (as appropriate)
Announcement of results of Open Offer through 15 December 2020
RIS
Last day of dealings in the Ordinary Shares 22 December 2020
on the Main Market
Cancellation of listing of the Ordinary 8.00 a.m. on 23 December 2020
Shares on the Official List
Admission and commencement of dealings 8.00 a.m. on 23 December 2020
in the Ordinary Shares on AIM
New Ordinary Shares credited to CREST accounts 23 December 2020
(uncertificated holders only)
Despatch of definitive share certificates no later than 6 January 2021
in respect of the New Ordinary Shares (where
applicable)
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 +44 (0) 7557 014
Rothschild & Co 657
Andrew Thomas / Alistair Allen / Adam
Young / Shannon Nicholls
+44 (0) 161 827 3800
Global Co-ordinator, Joint Sponsor, +44 (0) 20 7280 5000
Joint Financial Adviser and Joint Corporate
Broker to N Brown
Jefferies
Philip Noblet / Lee Morton / Max Jones
/ Harry Le May
Proposed Nominated Adviser and Joint +44 (0) 20 7029 8000
Corporate Broker to N Brown
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 is not intended to, and does not constitute,
an offer to sell or the solicitation of an offer to subscribe for
or buy, or an invitation to subscribe for or to purchase any
securities, or an offer to acquire any securities, or the
solicitation of any vote, in any jurisdiction.
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 (as defined in the Company's announcement on 5 November
2020 entitled "Placing and Open Offer to raise c. GBP100 million")
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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement. The Prospectus gives
further details of the New Ordinary Shares being offered pursuant
to the Capital Raising and is available on the Company's website.
Investors should not acquire any New Ordinary Shares except on the
basis of the information contained in the Prospectus. This
announcement is for informational purposes only and does not
purport to be complete. No reliance may be placed by any person for
any purpose on the information contained in this announcement or
its accuracy or completeness. The information in this announcement
is subject to change.
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 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.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
The New Ordinary Shares have not been, and will not be,
registered under the Securities Act, or under the securities laws
of any State or other jurisdiction of the United States and may not
be offered, sold, pledged, taken up, resold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any State or other jurisdiction of the United States. There
will be no public offer of the New Ordinary Shares in the United
States.
The Open Offer (subject to certain limited exceptions) is only
being extended to Qualifying Shareholders, and as such the Capital
Raising (subject to certain limited exceptions) is not being
extended into the United States or any other Excluded Territory.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to sell, allot or issue, or any offer or invitation to
purchase or subscribe for, or any solicitation to purchase or
subscribe for, or an offer to acquire, any securities of the
Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa or in any other jurisdiction
where the extension or availability of the Capital Raising would
result in a requirement to comply with any governmental or other
consent or any registration filing or other formality which the
Company regards as unduly onerous or otherwise breach any
applicable law or regulation. This announcement and any other
document relating to the Capital Raising may not be sent into,
distributed or otherwise disseminated (including by custodians,
nominees or trustees or others that may have a contractual or legal
obligation to forward such documents) in the United States by use
of the mails or by any means or instrumentality of interstate or
foreign commerce (including, without limitation, email, facsimile
transmission, the internet or other form of electronic
transmission) or any facility of a national securities exchange of
the United States.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that they are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Capital Raising.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
This information is provided by RNS, the news service of the
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END
ROMMZMZMGFRGGZM
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