Macfarlanes advises on £100m N Brown Group plc capital raise

05 November 2020

Macfarlanes has advised the family office of Lord Alliance of Manchester CBE and his son Joshua Alliance on their cornerstone investment in a £100m fundraising by N Brown Group plc, one of the top clothing and footwear digital retailers in the UK. The transaction, which is conditional upon shareholder approval, is expected to complete in December 2020.

N Brown traces its roots back to 1859, when it was founded by Manchester entrepreneur James David “JD” Williams. Since its early days, the group has targeted niche areas of the market, such as plus size or mature fashion. Lord Alliance has been actively involved in the group since the 1960s, serving as executive chairman from 1968 until 2012 and subsequently as a non-executive director. Joshua Alliance, who has been involved with the company in a number of roles since 2014, will also join the board on completion.

The fundraising is structured as a placing and open offer, with £100m of new N Brown shares being conditionally placed with Lord Alliance and Joshua Alliance. Depending on the results of the open offer, the Alliance family will hold between 44.8% and 65.8% of the enlarged share capital of the company following the transaction. The proceeds of the fundraising will be used to reduce the group’s existing debt and accelerate the delivery of its refreshed growth strategy. N Brown will also move from the London Stock Exchange’s Main Market to AIM as part of the transaction.

The Macfarlanes team is being led by corporate and M&A partner Tom Rose, assisted by senior counsel Mark Slade and solicitor Basra Marjan, with tax expertise provided by partner Piers Barclay and senior solicitor Mark Stichbury.

Tom Rose comments: “Lord Alliance has been a key part of N Brown’s story for over 50 years, and it has been a pleasure to advise him and Joshua on this next chapter – an important transaction which secures the future of a leading name in British retail, backed by private capital. This fundraising showcases Macfarlanes’ expertise in advising sophisticated private clients on complex capital markets transactions.”