Falcon 24 Topco Limited Form 8 (OPD) - N Brown Group plc

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 [phone].

 

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

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