Scheme document published for the £191 million offer for N Brown by Falcon 24 Topco - a company owned and controlled by Joshua Alliance
October 2024
N Brown is an AIM listed top 10 UK clothing and footwear digital retail platform, with a home proposition, serving their customers across a portfolio of retail brands including JD Williams, Simply Be and Jacamo.
Their ambition is to become the most inclusive retailer in the UK across fashion and home, which is relevant and accessible to all. Their Financial Services offering supports their accessibility by helping customers to spread the cost of shopping with them.
Their Manchester grown business celebrates a heritage spanning over 160 years and they currently employ over 1,800 people across the UK.
Falcon 24 Topco Limited is a bid vehicle controlled by Joshua Alliance.
The Alliance family have been involved with the N Brown group since the 1960s, led by Lord David Alliance CBE who served as executive chairman from 1968 until 2012 and subsequently as a non-executive director, and more recently by Joshua who has held a number of N Brown roles since 2014.
On 17th October 2024, the board of directors of Falcon 24 Topco Limited (“Bidco”) and the independent directors of N Brown Group plc (“N Brown”) announced that they have reached agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, a newly formed company owned and controlled by Joshua Alliance, will acquire the entire issued and to be issued share capital of N Brown, other than the N Brown Shares already owned or controlled by Joshua Alliance. The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Publication of the Scheme Document
The Perivan shareholder communications team was delighted to work with Addleshaw Goddard who acted as legal adviser to N Brown, on the scheme and associated ancillary documents, which were successfully published and posted to qualifying shareholders on 29th October 2024. Rothschild & Co acted as Lead Financial Adviser and Rule 3 Adviser to N Brown and Shore Capital as Financial Adviser, Nominated Adviser and Corporate Broker.
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Perivan specialise in producing and publishing financial documents relating to shareholder and investor communications for quoted companies and are a market leader for the production of documentation relating to Mergers & Acquisitions.
