N Brown £191 million take-private deal approved

N Brown Group has secured approval for a £191 million take-private acquisition led by Joshua Alliance, the retailer’s Non-executive Director and its fourth-largest shareholder.

Progress on the deal was made on 17 October, when N Brown’s independent directors and Alliance-controlled Bidco agreed to a cash acquisition. The Alliance family, who already own 53.4% of N Brown’s shares, will now purchase the remaining shares.

This morning, the Financial Conduct Authority (FCA) officially cleared the acquisition, meeting a key regulatory requirement for the transaction. The Court Sanction Hearing and the Effective Date are scheduled for 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.

Under the terms of the acquisition, shareholders of the Jacamo and Simply Be owner — including Mike Ashley’s Frasers Group, which holds a 20.3% stake — will receive 40p per share in cash. Alternatively, eligible shareholders may opt to receive one unlisted ordinary share in Bidco for each N Brown share they own.

Joshua Alliance, who joined the group’s board alongside his father, Lord Alliance, as a Non-executive Director in December 2020 when N Brown floated on London’s junior exchange, AIM, currently holds a 6.6% stake. He will now acquire the remaining share capital in full.

Bidco has previously argued that the retailer’s shareholder structure and low trading liquidity have hindered its performance as a public company, while the costs of maintaining a public listing have remained substantial.