Results of Open Offer
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.
15 December 2020
N Brown Group plc
("N Brown" or the "Group" or the "Company")
Results of Open Offer
On 5 November 2020, N Brown Group plc announced details of a proposed Placing and Open Offer (the "Capital Raising") to raise gross proceeds of c.£100 million through the issue of 174,666,053 New Ordinary Shares at an issue price of 57 pence per New Ordinary Share.
The Open Offer closed for acceptances at 11:00 a.m. on 14 December 2020. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 60,018,958 Open Offer Shares, representing approximately 34% of the Open Offer Shares. As set out in the Prospectus, all members of the Concert Party irrevocably undertook to not take up their pro-rata entitlements (the "Concert Party Basic Entitlement Shares") in the Open Offer, representing 78,303,460 New Ordinary Shares and 44.83% of the Open Offer Shares. Accordingly, the valid acceptances from Independent Shareholders (being Qualifying Shareholders who are not members of the Concert Party) under their Open Offer Entitlements represents approximately 62% of the Open Offer Shares excluding the Concert Party Basic Entitlement Shares.
In addition, the Company has received applications from Independent Shareholders under the Excess Application Facility in respect of 7,714,040 Open Offer Shares, representing approximately 4.4% of the Open Offer Shares. Per the terms set out in the Prospectus, for the purposes of calculating the allocations of Excess Shares, the members of the Concert Party are collectively being regarded and treated as a single Qualifying Shareholder which has taken up all of the Open Offer Entitlements of the members of the Concert Party and applied for the maximum aggregate number of Excess Shares for which the members of the Concert Party could therefore apply. Therefore, for those purposes, in aggregate, the Company has received valid applications from Qualifying Shareholders in respect of 104,076,633 Open Offer Shares. As applications under the Excess Application Facility cannot be satisfied in full, applications for Open Offer Shares under the Excess Application Facility will be scaled back in accordance with the terms set out in the Prospectus.
Accordingly, 1,304,554 Open Offer Shares, representing approximately 1% of the Open Offer Shares, will be allocated to the Independent Shareholders who made valid applications under the Excess Application Facility in accordance with the terms set out in the Prospectus. The remaining 35,039,081 Open Offer Shares, representing approximately 21% of the Open Offer Shares, will not be allocated to any Shareholders under the Excess Application Facility and will be subscribed for by the Placees (or any assignees of the Substantial Shareholder) pursuant to and subject to the terms and conditions of the Placing Agreement and in the proportions to be agreed between the Substantial Shareholder and the Proposed Director and notified to the Company (at any time prior to 3.00 p.m. on 16 December 2020) and, in the absence of such notification, 100% to the Substantial Shareholder.
As a result of the Capital Raising, it is expected that, subject to and upon Admission, the Concert Party (defined as the Substantial Shareholder, Nigel Alliance, Joshua Alliance and other persons set out in paragraph 5(a) of Part 11 of the Prospectus) will hold 241,475,491 Ordinary Shares, representing approximately 52% of the Enlarged Share Capital.
As previously announced on 23 November 2020, at the General Meeting of the Company held at 10:00 a.m. on 23 November 2020, the Resolutions (as set out in the Notice of General Meeting contained in the Appendix to the Prospectus) were all passed.
Following the passing of the Resolutions on 23 November 2020, the Company made 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.
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
Last day of dealings in the Ordinary Shares on the Main Market
22 December 2020
Cancellation of listing of the Ordinary Shares on the Official List
8.00 a.m. on 23 December 2020
Admission and commencement of dealings in the Ordinary Shares on AIM
8.00 a.m. on 23 December 2020
New Ordinary Shares credited to CREST accounts (uncertificated holders only)
23 December 2020
Despatch of definitive share certificates in respect of the New Ordinary Shares (where applicable)
no later than 6 January 2021
Commenting on today's announcement, Chief Executive Officer Steve Johnson said:
"Securing the support of our shareholders, alongside the significant commitment made by the Alliance family, leaves us well placed to accelerate our strategic ambitions. Whilst we are mindful of the ongoing uncertainty of the UK retail environment, we are confident we can continue to build on the unique strength of the Group's brands and remain focused on creating a sustainable business delivering profitable growth over the long term."
The LEI of the Company is 213800QFPJQF2NUVAP09
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. £100 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
Rothschild & Co
Andrew Thomas / Alistair Allen / Adam Young / Shannon Nicholls
Global Co-ordinator, Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to N Brown
Philip Noblet / Lee Morton / Max Jones / Harry Le May
Proposed Nominated Adviser and Joint Corporate Broker to N Brown
Dru Danford / Stephane Auton / Daniel Bush / John More
Financial PR Advisers
+44 (0) 7557 014 657
+44 (0) 161 827 3800
+44 (0) 20 7280 5000
+44 (0) 20 7029 8000
+44 (0) 20 7408 4090
Andrew Jaques / Simon Hockridge / James Midmer
+44 (0) 203 128 8789
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. £100 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. 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.
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 has not been, and there will not be, a public offer of the New Ordinary Shares in the United States.
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