N BROWN GROUP PLC - Acquistion

Dear client

The board of directors of Falcon 24 Topco Limited ("Bidco") and the independent directors of N Brown Group plc ("N Brown") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, a newly formed company owned and controlled by Joshua Alliance, will acquire 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

for each N Brown Share held: 40p in cash (the "Cash Offer")

 As an alternative to the Cash Offer, Eligible N Brown Shareholders may elect to receive one unlisted ordinary share in the capital of Bidco (a "Consideration Share") for each N Brown Share. 

Eligible N Brown Shareholders will be able to elect for the Share Alternative in relation to all but not some only of their holdings of N Brown Shares. 

Eligible N Brown Shareholders who do not positively and validly elect to receive the Share Alternative, as well as Restricted N Brown Shareholders, will receive the cash consideration due under the Cash Offer only as consideration for the sale of all of their N Brown Shares. 

If the acquisition goes through the effective date is expected to be around Q1 2025. 

Please see attached notification received or by following this link: https://www.londonstockexchange.com/news-article/BWNG/recommended-acquisition-for-n-brown-group-plc/16718644  

Please be aware we do not have any holders on the platform.

Kind regards