8 March 2023

SERAPHINE GROUP PLC

Cancellation of Listing

Background

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 ("Seraphine" or the "Company") (excluding 21,742,685 Seraphine Shares, representing approximately 42.71 per cent. of the voting rights in Seraphine, currently held by Mayfair).

On 30 January 2023, Bidco published an offer document (the "Offer Document") which sets out the full terms and conditions of its offer to acquire the entire issued, and to be issued, share capital of Seraphine (the "Offer").

Defined terms used but not defined in this announcement have the meanings given to them in the Offer Document. A copy of the Offer Document is available at Seraphine's website: https://www.seraphinegroupplc.com/offer/.

Offer Unconditional

As announced earlier today, Bidco, Mayfair and wholly-owned subsidiaries of Mayfair either hold, or have received valid acceptances of the Offer in respect of, a total of 39,700,296 Seraphine Shares, representing approximately 77.99 per cent. of the issued ordinary share capital of Seraphine, which Bidco may count towards the satisfaction of the Acceptance Condition. 

Furthermore, Bidco notified that it is waiving down the percentage required to satisfy the Acceptance Condition from not less than 90 per cent. in value of Seraphine Shares to which the Offer relates and of the voting rights attached to those shares, to more than 50 per cent. in value of all Seraphine Shares in issue and of the voting rights attached to those shares (the "Amended Acceptance Condition").

As Bidco, Mayfair and wholly-owned subsidiaries of Mayfair either hold, or have received valid acceptances of the Offer in respect of, a total of 39,700,296 Seraphine Shares, representing approximately 77.99 per cent. of the issued ordinary share capital of Seraphine and of the voting rights attaching to those shares, the Amended Acceptance Condition has been satisfied and all other conditions as set out in paragraph 2 of Part A of Appendix I in the Offer Document have now been satisfied or, where applicable, waived.

Accordingly, Bidco announced earlier today that the Offer has now become unconditional.

Proposed Cancellation

As described in paragraph 16 of Part 2 of the Offer Document, and pursuant to LR 5.2.5 R, it was intended that, after the Offer became or was declared unconditional in all respects and if Bidco, Mayfair and wholly-owned subsidiaries of Mayfair had, by virtue of their shareholdings and acceptances of the Offer, acquired, or agreed to acquire, issued share capital carrying 75 per cent. or more of the voting rights of Seraphine (or if the appropriate special resolution is otherwise passed), and subject to any applicable requirements of the FCA, Bidco would procure that Seraphine made applications to cancel the listing of Seraphine Shares on the FCA's Official List and to cancel trading in Seraphine Shares on the London Stock Exchange's Main Market.

As Bidco, Mayfair and wholly-owned subsidiaries of Mayfair now either hold, or have received valid acceptances of the Offer in respect of 77.99 per cent. of the issued ordinary share capital of Seraphine, Bidco has confirmed its intention to procure that applications for the cancellation of the listing of the Seraphine Shares on the Official List and the cancellation of admission to trading of the Seraphine Shares on the Main Market are made. In accordance with the Offer Document and the Listing Rules, Seraphine announces that the notice period of no less than 20 Business Days has commenced, with the anticipated date of cancellation now expected to be on, or around, 6 April 2023. 

The cancellation of trading in Seraphine Shares on the Main Market will significantly reduce the liquidity and marketability of any Seraphine Shares in respect of which the Offer has not been accepted at that time. Any remaining Seraphine Shareholders will become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Seraphine Shares. There can be no certainty that Seraphine will pay any further dividends or other distributions or that such minority Seraphine Shareholders will again be offered an opportunity to sell their Seraphine Shares on terms which are equivalent to or no less advantageous than those under the Offer.

As soon as possible after the cancellation of Seraphine's listing on the Official List and admission to trading on the London Stock Exchange's Main Market, it is intended that Seraphine will be re-registered as a private limited company.

Enquiries

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.