Seraphine Group plc
LEI: 254900CQ8TMKUDD0L296
24 March 2023
SERAPHINE GROUP PLC
Notification and public disclosure of transactions by PDMRS and Total Voting Rights
Exercise of Options
Seraphine Group plc (the "Company") announces that, on 8 March 2023, 95,203 ordinary shares of 1 pence each in the Company were exercised (the "Option Shares") and issued to the following Exercising Option Holders and person(s) discharging managerial responsibilities ("PDMR"):
| Exercising Option Holder | Maximum number of Seraphine Shares | Exercise price per Option Share |
| David N. Williams | 34,001 | 1 pence |
| Lee Williams | 32,641 | 1 pence |
| Chelsey Oliver | 28,561 | 1 pence |
Pursuant to the terms of the Seraphine Group plc Long Term Incentive Plan, adopted by the Seraphine Board on 30 June 2021 ("LTIP"), the Remuneration Committee of the Board resolved that the performance conditions for the LTIP Awards had a performance period aligned to the three-year vesting period and applied 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% |
Although the offer price is less than 50 pence, which is the minimum average share price ordinarily required in order for the Options to vest to any extent, the Remuneration Committee had agreed at its meeting held on 26 January 2023 to use its discretion to allow the Options to vest as to 25% on the basis its assessment of forecasted performance of the price of a Seraphine Share had the full three-year vesting period elapsed, the resulting number of Seraphine Shares in respect of 25% of the vesting of the Options being the "Vested Portion".
The Remuneration Committee have applied to the Vested Portion the fraction x/y, where x is the number of complete days between the date of the grant of the Options and the Unconditional Date and y is the number of complete days between the date of grant and the normal vesting date of the Options under the rules of the LTIP.
The Options have vested and have been exercised by the Option Holders in connection with the Vested Portion of the Options and adjusted in accordance with the time pro-rating formula set out above.
PDMR Notification
The information set out below is provided in accordance with Article 19 of the EU Market Abuse Regulation 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) the UK Market Abuse Regulation, provides further detail.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. David N. Williams 2. Lee Williams 3. Chelsey Oliver | ||||
| 2 | Reason for Notification | |||||
| a) | Position/status | 1. Chief Executive Officer 2. Chief Finance Officer 3. Creative Director | ||||
| b) | Initial notification/Amendment | Initial Announcement | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Seraphine Group plc | ||||
| b) | LEI | 254900CQ8TMKUDD0L296
| ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1 pence each in Seraphine Group plc
| ||||
| b) | Nature of the transaction | Vesting and exercising of Option Shares at an option price of 1 pence per share. | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price |
95,203 £952.03 | ||||
| e) | Date of the transaction | 8 March 2023 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
Total Voting Rights
For the purposes of the FCA's Disclosure Guidance and Transparency Rules, the Company would like to notify the market that as at 23 March 2023, its issued share capital consisted of 51,029,666 ordinary shares of 1 pence each, with one voting right per ordinary share. The Company does not hold any ordinary shares in treasury.
The total number of voting rights of the Company is 51,029,666 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
Seraphine PLC
Bill Ronald
(Senior Independent Non-Executive Director and via Buchanan
Remuneration Committee Chair)
David Williams (CEO) via Buchanan
Bridget Green (Company Secretary) via Buchanan
Buchanan Communications Seraphine@buchanan.uk.com
Buchanan Communications Tel: (0)20 7466 5000
Simon Compton Tel: (0) 7979 497324
Helen Tarbet Tel: (0) 7872 604453
Kim Looringh van Beeck Tel: (0)7477 967446
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