British apparel and e-commerce firm N Brown Group has finalised its acquisition by Falcon 24 Topco (Bidco), a newly established entity under the ownership of Joshua Alliance, a member of the company's board and one of its major shareholders.
The purchase, valued at £191m ($197.2m), gained approval in October 2024 and proceeded via a court-endorsed scheme of arrangement in accordance with the Companies Act.
On 10 February 2025, N Brown announced that the court had given its consent to the scheme during the sanction hearing.
The company stated to the London Stock Exchange: “N Brown is pleased to announce that, following delivery of the scheme court order to the Registrar of Companies and satisfaction or waiver of all of the conditions set out in the scheme document, the scheme has now become effective in accordance with its terms and, pursuant to the scheme, the entire issued and to be issued share capital of N Brown, other than the N Brown shares already owned or controlled by Joshua Alliance, is now owned by Bidco.
“Settlement of the consideration due to scheme shareholders will be effected by 26 February 2025 in the manner set out in the scheme document.”
Under the terms of this agreement, Bidco has taken over all N Brown shares not already owned by Alliance or related parties. Shareholders of N Brown, with the exclusion of Alliance, will be compensated with 40 pence for every share they hold.
Joshua Alliance previously held a 6.6% stake in N Brown, with his family possessing an additional 53.4%.
Trading of N Brown shares on the Alternative Investment Market (AIM) will be halted on 12 February 2025, followed next day by cessation of trading. N Brown operates under brand names including JD Williams, Simply Be and Jacamo.
The company has been actively pursuing strategies to enhance its brand collection and recently introduced new online trading platforms for its primary labels.