Form 8 (OPD) N Brown Group plc

Brown (N.) Group PLC

23 October 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	N Brown Group plc ("N Brown")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	N Brown Group plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	22 October 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

N Brown independent directors (a) The following independent directors of N Brown have the interests in N Brown set out below: Name Position Number of ordinary shares Percentage of N Brown Group plc issued share capital (to two decimal places) Steve Johnson Interim Executive Chair and CEO 735,681 0.16 Dominic Appleton Chief Financial Officer 249,061 0.05 (b) The following independent directors of N Brown have rights to the scheme interests set out below: Steve Johnson, Interim Executive Chair and CEO Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date N Brown Group plc 2014 Long-Term Incentive Plan 2,613,625 8 August 2022 Nil Cost 6 August 2025 8 August 2032 N Brown Group plc Share Plan (2023 plan) 1,521,300 7 August 2023 Nil Cost 6 August 2026 7 August 2033 N Brown Group plc Share Plan (2023 plan) 1,527,101 6 August 2024 Nil Cost 6 August 2027 6 August 2034 Dominic Appleton, CFO Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date N Brown Group plc Share Plan (2023 plan) 951,087 7 August 2023 Nil Cost 6 August 2026 7 August 2033 N Brown Group plc Share Plan (2023 plan) 954,713 6 August 2024 Nil Cost 6 August 2027 6 August 2034 Lord David Alliance of Manchester CBE and Joshua Alliance's interests are set out in the offeror's OPD.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	23 October 2024
Contact name:	Christian Wells, Company Secretary
Telephone number:	07795 190606

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END