Results of General Meeting

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*	%** For	No. Against	%** Against	Total votes cast (excl. withheld)	% ISC	No.*** 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 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)	4.30 p.m. on 8 December 2020
Latest time and date for depositing Open 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)	3.00 p.m. on 9 December 2020
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 10 December 2020
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 14 December 2020
Announcement of results of Open Offer through RIS	15 December 2020
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

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 Jefferies Philip Noblet / Lee Morton / Max Jones / Harry Le May Proposed Nominated Adviser and Joint Corporate Broker to N Brown Shore Capital Dru Danford / Stephane Auton / Daniel Bush / John More Financial PR Advisers	[phone] [phone] [phone] [phone] [phone]
MHP Communications
Andrew Jaques / Simon Hockridge / James Midmer	[phone] [e-mail]

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. £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. 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.

 

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