N Brown’s £191m deal to take the company private gets FCA approval
N Brown Group’s proposed £191 million take-private acquisition, led by Non-Executive Director and fourth-largest shareholder Joshua Alliance, has received approval from the Financial Conduct Authority (FCA), marking a significant milestone in the transaction.
Progress on the deal was first announced on 17 October, when N Brown’s independent directors and Alliance-controlled Bidco agreed to a cash acquisition. The Alliance family, already holding 53.4% of N Brown’s shares, will now acquire the remaining share capital, completing their full ownership of the retailer.
Under the terms of the agreement, shareholders of N Brown, the parent company of Jacamo and Simply Be, including Mike Ashley’s Frasers Group (which holds a 20.3% stake), will be offered 40p per share in cash. Eligible shareholders may alternatively opt to receive one unlisted ordinary share in Bidco for each N Brown share they own.
This morning, the FCA gave the requisite regulatory approval, satisfying one of the key conditions of the transaction. The Court Sanction Hearing and Effective Date for the acquisition are set 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 joint statement.
Joshua Alliance, who joined the board alongside his father, Lord Alliance, as a Non-Executive Director in December 2020, currently owns a 6.6% stake in the business. As part of the acquisition, he will gain full ownership of the remaining share capital.
Bidco has argued that N Brown’s shareholder structure and low trading liquidity have hindered its performance as a public company. Additionally, the cost of maintaining a public listing has been a financial burden.
The news comes after N Brown Group announced plans in October to cut approximately 100 roles at its Manchester headquarters as part of its preparations for transitioning to private ownership.
