N Brown Group has received approval for a £191m take-private acquisition by Joshua Alliance, the retailer’s non-executive director and fourth-largest shareholder.
The deal moved forward on 17 October when N Brown’s independent directors and Bidco, a company controlled by Alliance, reached an agreement on a cash acquisition. The Alliance family, which holds 53.4% of N Brown’s shares, will now acquire the remaining shares.
This morning (20 December), the acquisition was officially cleared by the Financial Conduct Authority (FCA), fulfilling the necessary regulatory condition for the deal to proceed, though the Court Sanction Hearing and Effective Date are both scheduled to take place in February.
“N Brown and Bidco are pleased to announce that … the FCA gave the requisite approval to the acquisition and, as such, the FCA change in control condition has been satisfied,” the two companies said in a statement.
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Under the terms of the acquisition, the Jacamo and Simply Be owner’s shareholders — including Mike Ashley’s Frasers Group with a 20.3% stake — will receive 40p per share in cash. Alternatively, eligible shareholders can choose to receive one unlisted ordinary share in Bidco for each N Brown share they own.
Joshua Alliance, joined his father, Lord Alliance, on the group’s board as a non-executive director in December 2020 when N Brown floated on London’s junior exchange, Aim. With a 6.6% stake currently, he will now acquire the entire remaining share capital.
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