REG - Falcon 24 Topco Ltd - Rule 19.6(b) update and Rule 19.6(c) confirmation

InvestecAnnouncement

12/02/2026 10:30

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RNS Number : 7757S  Falcon 24 Topco Limited  12 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULES
19.6(B) AND 19.6(C) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE

12 February 2026

Falcon 24 Topco Limited

Rule 19.6(b) update and Rule 19.6(c) confirmation

in respect of stated post-offer intentions in relation to the recommended
acquisition of N Brown Group plc ("N Brown")

Falcon 24 Topco Limited ("Bidco") refers to the recommended cash offer for the
entire issued and to be issued ordinary share capital of N Brown (other than
the N Brown shares already owned or controlled by Joshua Alliance), which was
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 and which became effective on 12 February 2025 (the
"Acquisition"). Immediately prior to the Acquisition, Bidco was controlled by
Joshua Alliance.

Bidco announces that, in accordance with the requirements of Rule 19.6(c) of
the Code, it has duly confirmed in writing to The Panel on Takeovers and
Mergers that, subject to the matters detailed below, it has complied with its
post-offer intention statements made pursuant to Rules 2.7(c)(viii) and 24.2
of the Code, as originally detailed in its announcement made under Rule 2.7 of
the Code on 17 October 2024 and the scheme document published in connection
with the Acquisition on 29 October 2024 (the "Offer Documents").

The Offer Documents stated that Bidco did not intend to make any material
reductions to N Brown's employee headcount as a result of the Acquisition.
 This was subject to possible headcount reductions following an ongoing
review of N Brown's operational structures and processes, as well as any
reductions arising from the revised scope of certain business functions once N
Brown ceased to be a listed company.  The Offer Documents also referred to
105 roles proposed to exit N Brown by the end of October 2024 pursuant to an
existing redundancy programme.

In July 2025, against a backdrop of challenging trading conditions for UK
retail businesses, N Brown undertook a strategic review of the business.
Following the conclusion of that review, it was determined than a further
reduction of employee headcount was required to support the sustainability and
long-term prospects of the business.  As a result, and following a period of
consultation, 275 employees were made redundant, with the first departures
initiated in November 2025 and the remainder following over subsequent
months.  Of the employees made redundant, 239 held roles in N Brown's head
office and 36 held roles in N Brown's supply chain and logistics hub.  These
market and business condition-driven redundancies mean that as at the date of
this announcement, there has been a reduction in N Brown's workforce since
announcement of the Acquisition of 380 (representing c.24% of N Brown's
September 2024 employee headcount) and a net reduction in N Brown's workforce
since announcement of the Acquisition of 347 (representing c.22% of N Brown's
September 2024 employee headcount).

Contacts:

Investec (Financial Adviser to Bidco and Joshua
Alliance)                              +44 (0)20
7597 4000

Oliver Cardigan / David Flin

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