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:
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N Brown
Group plc ("N Brown")
|
|
(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.
|
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
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N Brown
Group plc
|
|
(d) Is the discloser the
offeror or the offeree?
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Offeree
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
22 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"
|
N/A
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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
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Class of relevant
security:
|
|
|
|
Interests
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Short
positions
|
|
Number
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%
|
Number
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%
|
|
(1) Relevant securities owned
and/or controlled:
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NIL
|
-
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NIL
|
-
|
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(2) Cash-settled
derivatives:
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NIL
|
-
|
NIL
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
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NIL
|
-
|
NIL
|
-
|
|
TOTAL:
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NIL
|
-
|
NIL
|
-
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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
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Class of relevant security in
relation to which subscription right exists:
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N/A
|
|
Details, including nature of
the rights concerned and relevant percentages:
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N/A
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3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
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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:
|
|
N Brown independent
directors
(a) The following independent
directors of N Brown have the interests in N Brown set out
below:
|
Name
|
Position
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Number of ordinary
shares
|
Percentage of N Brown Group
plc issued share capital (to two decimal places)
|
|
Steve
Johnson
|
Interim
Executive Chair and CEO
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735,681
|
0.16
|
|
Dominic
Appleton
|
Chief
Financial Officer
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249,061
|
0.05
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(b) The following independent
directors of N Brown have rights to the scheme interests set out
below:
Steve Johnson, Interim Executive
Chair and CEO
|
Scheme under which
granted
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Number of ordinary shares in
respect of which options granted
|
Date of
grant
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Exercise price per share
(£)
|
Vesting
date
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Expiry / lapse
date
|
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N Brown
Group plc 2014 Long-Term Incentive Plan
|
2,613,625
|
8 August
2022
|
Nil
Cost
|
6 August
2025
|
8 August
2032
|
|
N Brown
Group plc Share Plan (2023 plan)
|
1,521,300
|
7 August
2023
|
Nil
Cost
|
6 August
2026
|
7 August
2033
|
|
N Brown
Group plc Share Plan (2023 plan)
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1,527,101
|
6 August
2024
|
Nil
Cost
|
6 August
2027
|
6 August
2034
|
Dominic Appleton, CFO
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Scheme under which
granted
|
Number of ordinary shares in
respect of which options granted
|
Date of
grant
|
Exercise price per share
(£)
|
Vesting
date
|
Expiry / lapse
date
|
|
N Brown
Group plc Share Plan (2023 plan)
|
951,087
|
7 August
2023
|
Nil
Cost
|
6 August
2026
|
7 August
2033
|
|
N Brown
Group plc Share Plan (2023 plan)
|
954,713
|
6 August
2024
|
Nil
Cost
|
6 August
2027
|
6 August
2034
|
Lord David
Alliance of Manchester CBE and Joshua Alliance's interests are set
out in the offeror's OPD.
|
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
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(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
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open
Positions)
|
NO
|
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Supplemental Form 8
(SBL)
|
NO
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Date of disclosure:
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23 October
2024
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Contact name:
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Christian Wells, Company
Secretary
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Telephone number:
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07795
190606
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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.