Schedule One update - N Brown Group Plc | RNS | Ticker

Schedule One update - N Brown Group Plc

RNS Announcement

RNS Number : 0835J

AIM

18 December 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: £100 million by way of a placing and open offer Anticipated market capitalisation on Admission: £262 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 42.9 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 of the Ordinary Shares pre-admission	Anticipated percentage of the Ordinary Shares post-admission²
Lord David Alliance of Manchester CBE¹	33.8%	40.0%
Schroder Investment Management	12.0%	7.4%
Nigel Alliance OBE (together with his associates)	11.0%	6.9%
Hargreaves Lansdown Asset Management Ltd	5.67%	2.8%
Norges Bank	3.0%	1.8%
JO Hambro Capital Management	3.5%	2.2%
Joshua Senior	-	3.3%

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. Excludes any other beneficial holdings of Joshua Alliance.

² Calculated insofar as the Company is aware on the basis of each shareholder's shareholding as at 3 December 2020 and participations in the placing element of the fundraising only (excludes any open offer participations).

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:

18 December 2020

NEW/ UPDATE:

Update

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 END 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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

AIMKKOBBFBDDDBD

RNS metadata

Title: Schedule One update - N Brown Group Plc
Time: 08:00:03
Date: 18 Dec 2020
Category: Capital structure
ID: 0835J