N Brown Group’s £191m acquisition by Joshua Alliance receives FCA approval, clearing a key regulatory hurdle.
- The take-private offer will see Alliance’s family, holding a majority stake, buy remaining shares.
- Shareholders, including Frasers Group, have options to receive cash or Bidco shares.
- Initial agreement was reached in October 2024, now awaiting a court sanction in February.
- The move addresses N Brown’s shareholder structure inefficiencies and public listing costs.
In a significant development, N Brown Group’s proposed £191 million acquisition by its non-executive director Joshua Alliance has obtained necessary approval from the Financial Conduct Authority (FCA), marking a critical step in the take-private process. This approval by the FCA satisfies a vital regulatory requirement, allowing the acquisition to progress towards completion.
The transaction, initially agreed upon in October 2024, involves Alliance’s family, who already own 53.4% of N Brown’s shares, acquiring the remaining share capital. This morning’s announcement confirms that the acquisition has cleared its most significant regulatory obstacle, with further procedural steps remaining before finalisation.
Shareholders of N Brown, including notable investor Mike Ashley’s Frasers Group with a 20.3% stake, are presented with two options. They can either accept 40 pence per share in cash or opt for shares in Bidco, the acquiring company controlled by Alliance. This flexibility offers stakeholders a choice in how they wish to proceed under the new ownership structure.
The court sanction hearing and the effective date of the acquisition are scheduled for February, providing a timeline for shareholders and involved parties to prepare for the transition. These proceedings will formalise the takeover and implement the changes decided upon by both N Brown and Bidco.
Joshua Alliance’s involvement has been pivotal since he joined the board in December 2020. His argument for the acquisition was based on the premise that N Brown’s current shareholder arrangement and low market liquidity no longer support its public listing, tying up resources unnecessarily and imposing extra costs. This strategic move aims to streamline operations and focus on long-term growth.
The FCA’s approval of the acquisition marks a significant transition in N Brown’s strategy, promising improved shareholder value and operational efficiency.
