RNS Number : 6126O
Seraphine Group PLC
01 February 2023
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Seraphine Group PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Seraphine Group PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

31 January 2023

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

     TOTAL:

Nil

Nil

Nil

Nil

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Ordinary shares:

 

Person

Role

No. of ordinary shares

Percentage holding

Chelsey Oliver

Creative and Brand Director

919,614

1.80%

David Williams

Chief Executive Officer

2,699,523

5.30%

Sarah Highfield

Non-Executive Director

10,169

0.01%

Sharon Flood and persons closely associated

Non-Executive Chair

342,706

0.67%

William Ronald

Senior Independent Non-Executive Director

63,090

0.12%

 

 

 

 

Share options:

 

Person

Role

Option type

Grant date

Normal vesting date

 

Expiry Date

No. of shares under option*

Exercise price

Chelsey Oliver

Creative and Brand Director

Seraphine LTIP Share Plan

16.07.21

16.07.24

16.07.2031

81,3561

1p1

30.09.22

30.09.25

30.09.2032

787,5002

1p2

David Williams

Chief Executive Officer

Seraphine LTIP Share Plan

16.07.21

16.07.24

16.07.2031

127.1191

1p1

30.09.22

30.09.25

30.09.2032

937,5002

1p2

Lee Williams

Chief Financial Officer

Buy-out award

22.02.22

28.02.23 and 28.02.24 (in equal parts)

21.03.2032

307,750

Nil cost

Seraphine LTIP Share Plan

30.09.22

30.09.25

30.09.2032

900,0002

1p2

 

*Maximum number of shares under option that could be exercised if all vesting criteria are satisfied

 

1 The performance conditions require the Company's Adjusted EBITDA pre IFRS 16 (which will be re-expressed as adjusted EPS) for the year ending April 2024 achieving £13 million to £16 million. 25 per cent. of each award will vest at £13 million rising on a straight-line basis to 100 per cent. vesting at £16 million.

 

2 The performance conditions for the awards have a performance period aligned to the three-year vesting period and apply the following performance targets and related vesting percentages:

Highest consecutive five day average share price in the last three months of the performance period

Percentage of award that vests

Less than £0.50

0%

Between £0.50 and £0.75

Pro-rata 25% to 50%

Between £0.75 and £1.00

Pro-rata 50% to 100%

£1.00 or better

100%

 

 

 

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

1 February 2023

Contact name:

Bridget Green

Telephone number:

+44 20 4558 4659

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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