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

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 JURISDICTIONTHE 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 RELEASE12 February 2026Falcon 24 Topco LimitedRule 19.6(b) update and Rule 19.6(c) confirmationin 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 4000Oliver Cardigan / David FlinThis information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END OUPGPUMGPUPQUBP