Menu Search

Company Announcements

N Brown Group PLC

Form 8 (OPD) - N Brown Group plc

Source: RNS
RNS Number : 5943I
Falcon 24 Topco Limited
17 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:

Falcon 24 Topco Limited (a company owned and controlled by Joshua Alliance)

(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.

See section 3 below

(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?

Offeror

(e) Date position held:

     The latest practicable date prior to the disclosure

16 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"

No

 

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:

 

Ordinary shares of 11 1/19 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

NIL

NIL

NIL

(2) Cash-settled derivatives:

 

NIL

NIL

NIL

NIL

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

NIL

NIL

NIL

NIL

 

     TOTAL:

NIL

NIL

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:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

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:

 

Members of the Alliance family concert party

 

Name

Number of N Brown Group plc held

Percentage of N Brown Group plc's issued share capital

Lord David Alliance of Manchester CBE

156,231,151

33.41%

 

Joshua Alliance

 

30,943,800

 

6.62%

 

Nigel Alliance OBE

 

22,600,552

 

4.83%

 

Lady Homa Alliance

 

17,440,000

 

3.73%

 

Joshua Senior

 

16,403,508

 

3.51%

 

Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of The Alliance 1994 Settlement

 

7,600,000

 

1.63%

 

Northern Counties Securities Limited (a company controlled by Lord David Alliance of Manchester CBE)

 

6,169,889

 

1.32%

 

Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 1 Children's Settlement

4,902,452

1.05%

 

Victoria Alliance and Brian White, as trustees of Mr Alliance's Number 2 Children's Settlement

752,393

0.16%

Alliance Family Foundation Limited (a charitable foundation controlled by Lord David Alliance of Manchester CBE and Sara Esterkin)

4,517,237

 

0.97%

 

Lord David Alliance of Manchester CBE and Lady Homa Alliance, as trustees of The Alliance 1997 Settlement

3,619,047

 

0.77%

 

Sara Esterkin

 

2,129,071

 

0.46%

 

Finemere Limited (a company controlled by Nigel Alliance OBE)

 

2,053,464

 

0.44%

 

Lord David Alliance of Manchester CBE and David Alliance & Sons Limited (a company controlled by Lord David Alliance of Manchester OBE), as trustees of the Sir David Alliance Children's Trust

 

1,866,429

 

0.40%

 

Allan D. Sturrock and Eugene Esterkin, as executors of Alma Bettie Alliance

 

1,595,728

 

0.34%

 

Victoria Alliance

 

814,285

 

0.17%

 

Victoria Alliance and Brian White, as trustees of a Discretionary Settlement relating to Nigel & Victoria Alliance's children

 

622,924

 

0.13%

 

The Anglo-Eastern Trust Limited (a company controlled by Lord David Alliance of Manchester CBE)

 

468,210

 

0.10%

 

Victoria Alliance and Brian White, as trustees of Mr M Alliance Trust 1982

 

124,854

 

0.03%

 

Nigel Alliance OBE, as trustee of the Mrs V Settlement

 

4,297

 

<0.01%

 

Total

280,859,291

60.06%

 

The beneficiaries of the trusts and settlements referred to above are members of the wider Alliance family.

 

 

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:

17 October 2024
Contact name:

Ben Farrow (Investec Bank plc)
Telephone number:

020 7597 4000

 

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 +44 (0)20 7638 0129.

 

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

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 rns@lseg.com 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
 
 
FEEUBSBRSBURARA