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.

FOR IMMEDIATE RELEASE

30 January 2023

RECOMMENDED CASH OFFER

for

SERAPHINE GROUP PLC

by

PURPLE BIDCO LIMITED

POSTING OF OFFER DOCUMENT

On 20 January 2023, the board of directors of Purple Bidco Limited ("Bidco") and the Seraphine Independent Directors announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco, a wholly-owned indirect subsidiary of funds managed by Mayfair Equity Partners LLP ("MEP"), for the entire issued, and to be issued, share capital of Seraphine Group PLC (the "Company") (excluding 21,742,685 Seraphine Shares, representing approximately 42.71 per cent. of the voting rights in Seraphine, currently held by Mayfair).

Bidco is pleased to announce that the Offer Document, which contains the full terms and conditions of the Offer and the procedures for acceptance, is being published and sent to Seraphine Shareholders and persons with information rights today, together with the related Form of Acceptance. The Offer Document will be available up to and including the end of the Offer on the Company's website at www.seraphinegroupplc.com/offer.

Under the terms of the Offer, which is subject to the terms and Conditions set out in the Offer Document and, in respect of Seraphine Shares held in certificated form, the Form of Acceptance, Seraphine Shareholders (other than Mayfair) shall be entitled to receive:

30 pence in cash for each Seraphine Share

The Offer values the entire issued and to be issued share capital of Seraphine (including 21,742,685 Seraphine Shares, representing approximately 42.71 per cent. of the voting rights in Seraphine, currently held by Mayfair) at approximately £15.3 million, and represents a premium of approximately:

·      206 per cent. to the Closing Price per Seraphine Share of 9.8 pence on 19 January 2023;

·      178 per cent. to the three-month volume weighted average Closing Price of 10.8 pence per Seraphine Share to 19 January 2023; and

·      80 per cent. to the six-month volume weighted average Closing Price of 16.7 pence per Seraphine Share to 19 January 2023.

Action to be taken

Your attention is drawn to the letter from Bidco in Part II of the Offer Document, the Appendices to the Offer Document and the Form of Acceptance. The procedure for acceptance of the Offer is set out in paragraph 14 of the letter from Bidco in Part II of the Offer Document and, if you hold your Seraphine Shares in certificated form, in the Form of Acceptance. The appendices and the Form of Acceptance contain material information which may not be summarised elsewhere in the Offer Document.

Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to the action you should take, you should seek your own independent financial advice.

If you wish to accept the Offer in respect of certificated Seraphine Shares, you should complete and return the Form of Acceptance in accordance with the instructions printed on it and given in paragraphs 14(a) to 14(e) of the letter from Bidco in Part II of the Offer Document, together with your share certificate(s) and/or other document(s) of title, so as to be received by the Receiving Agent at Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL by post or (during normal business hours only) by hand as soon as possible and in any event so as to be received by no later than 1.00 p.m. (London time) on 31 March 2023, or such other date as may otherwise be set as being such Day of the timetable of the Offer in accordance with the Code. A first class reply-paid envelope for use in the United Kingdom only is provided for your convenience.

If you wish to accept the Offer in respect of uncertificated Seraphine Shares (that is, shares held in CREST) your acceptance should be made electronically through CREST by following the procedure set out in paragraphs 14(f) to 14(i) of the letter from Bidco in Part II of the Offer Document, so that the TTE instruction settles no later than 1.00 p.m. (London time) on 31 March 2023, or such other date as may otherwise be set as being such Day of the timetable of the Offer in accordance with the Code.

Procedure for acceptance of the Offer

If shareholders are in any doubt as to the procedure for acceptance, please telephone the Receiving Agent, Link Group, during business hours on 0371 664 0321 (or if calling from outside the UK +44 371 664 0321). Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.

Capitalised terms used but not defined in this announcement shall have the same meaning as set out in the Offer Document.

Enquiries

Goodwin Procter (UK) LLP is providing legal advice to Bidco and MEP. Pinsent Masons LLP is providing legal advice to Seraphine.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Important notices

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer or any other matters referred to in this announcement.  Neither Investec nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and corporate broker exclusively for Seraphine and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Seraphine for providing the protections afforded to clients of finnCap, nor for providing advice in relation to any matter referred to herein. Neither finnCap, nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this announcement, any statement contained herein or otherwise.

No offer or solicitation

This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. This announcement is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document (together with, in the case of Seraphine Shares in certificated form, the Form of Acceptance), which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Seraphine Shareholders should carefully read the Offer Document (and, if they hold their Seraphine Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information in the Offer Document and Form of Acceptance as applicable.

Overseas jurisdictions

The availability of the Offer and the release and/or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws and regulations of those jurisdictions and, therefore, persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Seraphine Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may violate the securities laws of such jurisdictions and invalidate any purported acceptance of the Offer.

This announcement has been prepared in compliance with English law and regulation (including the Takeover Code), and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England.

This announcement is not an offer of securities for sale in any jurisdiction (including any Restricted Jurisdiction).

Notice to US shareholders

The Offer relates to the shares of an English company and is subject to UK procedural and disclosure requirements, which differ from those of the United States. The Offer is extended into the United States in reliance on the "Tier I" exemption pursuant to Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, the Offer will be subject to procedural and disclosure requirements, including with respect to withdrawal rights, notices of extensions, announcements of results, settlement procedures and waivers of conditions, which differ in various respects from the requirements and customary practices followed in US domestic tender offers.

The financial information included or referred to herein has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and, accordingly, may not be comparable to financial information of US companies or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information included or referred to herein has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The Offer is being made to US shareholders on the same terms and conditions as those made to all other Seraphine Shareholders to whom the Offer is made. All information documents disseminated by Bidco regarding the Offer will be disseminated to US Seraphine shareholders on a basis comparable to the method pursuant to which those documents are provided to all other Seraphine Shareholders.

The receipt of cash pursuant to the Offer by a US shareholder as consideration for the transfer of its Seraphine Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Seraphine Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

Neither the Offer nor this announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement or the merits of the Offer. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This announcement, including any information incorporated by reference in this announcement, contains certain forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on Bidco and the Seraphine Group, strategic options, the expected timing and scope of the Offer, and all other statements in this announcement other than historical facts. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are, therefore, qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond those making the forward-looking statements ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although Bidco believes that the expectations reflected in such forward-looking statements are reasonable, Bidco cannot give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are, therefore, cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Bidco assumes no obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividends or dividends per share for Seraphine for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividends or dividends per share for Seraphine.

Publication on website

A copy of this announcement and all other documents, announcements or information published in relation to the Offer, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, will be made available, free of charge, at www.seraphinegroupplc.com/offer by no later than 12 noon (London time) on 31 January 2023. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this document and all information incorporated by reference to another source in hard copy form by contacting the Receiving Agent during business hours on 0371 664 0321  (or if calling from outside the UK +44 371 664 0321) or by submitting a request in writing to the Receiving Agent at Link Group or by submitting a request in writing to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this document in electronic form or via a website notification, a hard copy of this document will not be sent unless so requested.

Information relating to Seraphine Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Seraphine Shareholders, persons with information rights and other persons for the receipt of communications from Seraphine may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.