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RNS Number : 3839N
Seraphine Group PLC
20 January 2023
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
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
MEP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED BY THE MARKET
ABUSE REGULATION (EU) NO.596/2014, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED BY THE
MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
20 January 2023
RECOMMED CASH OFFER
for
SERAPHINE GROUP PLC
by
PURPLE BIDCO LIMITED
which is a wholly-owned indirect subsidiary of funds managed
by
Mayfair Equity Partners LLP (collectively, "Mayfair")
1. Introduction
The board of directors of Purple Bidco Limited ("Bidco") and the
Seraphine Independent Directors are pleased to announce that they
have 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).
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and to the full terms and Conditions to be 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 GBP15.3
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 (being the Last Practicable Date);
-- 178 per cent. to the three-month volume weighted average
Closing Price of 10.8 pence per Seraphine Share to 19 January 2023
(being the Last Practicable Date); and
-- 80 per cent. to the six-month volume weighted average Closing
Price of 16.7 pence per Seraphine Share to 19 January 2023 (being
the Last Practicable Date).
Seraphine Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equities, encumbrances,
rights of pre-emption and any other third party rights or interest
of any nature whatsoever and together with all rights attaching
thereto, including without limitation voting rights and the rights
to receive and retain in full all dividends and distributions (if
any) announced, declared, made or paid with a record date on or
after the date of this Announcement.
If, on or after the date of this Announcement, any dividend
and/or other distribution and/or other return of capital is
declared, made or paid or becomes payable in respect of Seraphine
Shares, Bidco reserves the right to reduce the consideration
payable under the terms of the Offer by an amount up to the amount
of such dividend and/or distribution and/or return of capital, in
which case any reference in this Announcement to the consideration
payable under the Offer will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights
referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Offer. In such circumstances, Seraphine Shareholders would be
entitled to retain any such dividend, distribution or other return
of capital declared, made or paid or which becomes payable.
It is intended that the Offer will be implemented by way of a
takeover offer within the meaning of Part 28 of the Companies Act.
The Offer will be subject to valid acceptances of the Offer being
received (and not validly withdrawn in accordance with the rules
and requirements of the Takeover Code and the terms of the Offer)
by no later than 1.00 p.m. (London time) on the Unconditional Date
(or such other time(s) and/or date(s) as Bidco may, in accordance
with the Takeover Code or with the consent of the Panel, decide) in
respect of not less than 90 per cent. (or, subject to the Code,
such lower percentage as Bidco may decide) in value of the
Seraphine Shares to which the Offer relates and of the voting
rights attached to those shares, provided that this condition will
not be satisfied unless Bidco, Mayfair or any wholly-owned
subsidiary of Mayfair holds, shall have acquired or have agreed to
acquire (whether pursuant to the Offer or otherwise), Seraphine
Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of Seraphine
including, to the extent (if any) required by the Panel, any voting
rights attaching to any Seraphine Shares which are unconditionally
allotted or issued before the Acceptance Condition is satisfied
pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise.
The Offer will extend to all Seraphine Shares which are in issue
as at the date of the Announcement and any Seraphine Shares which
may be unconditionally allotted and/or issued and fully paid (or
credited as fully paid) before the Offer closes (other than the
Seraphine Shares held by Mayfair). This will include any Seraphine
Shares arising pursuant to the exercise of options under the
Seraphine Share Plan.
Sharon Flood, Chair of Seraphine said:
"Seraphine has faced an extraordinary convergence of challenges
since listing in 2021 including the global supply chain crisis, the
cost of living crisis and substantial inflation in online marketing
costs.
"Whilst the whole retail sector has been affected by these
issues, Seraphine, a relatively smaller company new to the London
Stock Exchange with a large reliance on e-commerce, has, we
believe, been disproportionately challenged.
"Despite the huge efforts of our people and management, who have
managed to improve gross product margin, achieve higher basket
sizes and expand into several new markets, the business continues
to operate in a very uncertain and challenging market. Whilst we
are cautiously confident in our ability to restore profitable
growth in the future, additional capital now would enable us to
make investments to accelerate our growth strategy. Seeking this
capital on-market would likely be highly dilutive, and the
restoration of value would take time.
"The Seraphine Board, therefore, believes that this transaction
would remove the substantial costs associated with being listed and
afford management the time and space to give their full attention
to a return to profitable growth. The Seraphine Board also welcomes
the further capital which has been committed by Mayfair, to
accelerate growth and reinforce the Company's balance sheet, as
well as Mayfair's stated support of the management team and
employees.
"The Seraphine Independent Directors believe the offer from
Mayfair, which follows a period of intensive negotiation and which
represents a premium of approximately 200 per cent. to the current
share price is a fair and reasonable offer that we recommend to our
shareholders."
Bertie Aykroyd, partner of MEP said:
"As a major shareholder in the Company, Mayfair remains
supportive of management and their strategy. However, Mayfair
believes that the Company's share price is negatively impacting
Seraphine's ability to deliver on its strategy and attract and
retain talent. We believe that it would be beneficial for
Seraphine, its employees, and its other stakeholders to continue
its growth and development as a private company. This would allow
Seraphine to operate without the material level of costs of
maintaining a public listing, supporting the Company during this
period of macro-instability. As part of this transaction, we are
also providing additional capital that will strengthen Seraphine's
balance sheet and support our intention to safeguard the
business.
"Anticipating that current pressures on the Company and market
are to persist for the near-term, our objective is also to provide
liquidity to certain shareholders to realise their investment for
cash at a significant premium to the current market value."
Enquiries
Seraphine via Buchanan
finnCap (Financial Adviser, Rule 3 Adviser
and Corporate Broker to Seraphine)
Matt Goode / Henrik Persson / Charlie
Beeson /
George Dollemore (Corporate Finance)
Charlotte Sutcliffe (ECM) +44 (0) 20 7220 0500
Buchanan (PR adviser to Seraphine) seraphine@buchanan.uk.com
Helen Tarbet +44 7872 604453
Simon Compton +44 7979 497324
Bidco via The One Nine Three Group
Bertie Aykroyd
Daniel Sasaki
Omar Kanafani
Investec (Financial Adviser to Bidco)
David Anderson +44 20 7597 5970
Harry Hargreaves
William Brinkley
The One Nine Three Group (PR adviser
to MEP)
Charlie Harrison +44 7884 136 143
Goodwin Procter (UK) LLP is providing legal advice to Bidco and
MEP. Pinsent Masons LLP is providing legal advice to Seraphine.
3. Background to and reasons for the Offer
Mayfair made its initial investment in Seraphine in December
2020, with the goal of supporting the Company's expansion into new
and existing markets, and to facilitate further investment in
product development and new digital channels. As part of the
Company's IPO in July 2021, Mayfair retained a substantial
shareholding in the Company, attracted by the management team's
track record of delivering profitable growth in new markets.
Mayfair remains the Company's largest shareholder and currently
holds Seraphine Shares representing approximately 42.71 per cent.
of the voting rights exercisable at a general meeting of Seraphine.
Mayfair remains supportive of Seraphine, its management and
strategy and believes in the Company's future prospects.
As set out in the Company's prospectus dated 13 July 2021
published in connection with its IPO, a reason for the Company's
listing was to further improve the ability of the Seraphine Group
to attract and retain high quality talent, provide the Company with
access to a wider range of capital-raising options, and create a
liquid market in the Seraphine Shares. Mayfair believes that the
Company's current share price (which has fallen from an offering
price of 295 pence per Seraphine Share to 9.8 pence per Seraphine
Share on 19 January 2023, being the Last Practicable Date) is
negatively impacting the Company's ability to deliver on these
goals, as well as its ability to raise new capital, thus removing
the potential benefits of a public listing for the Company.
Accordingly, Mayfair considers that a public listing is no
longer in the best interests of the Company or its wider
stakeholders. Mayfair also believes that it would be beneficial for
the Company to continue to execute its growth strategy without the
distractions and the material costs of maintaining a public
listing, and with a single supportive institutional shareholder
capable of supporting the Company's strategic goals and financial
needs. Mayfair is, therefore, offering those Seraphine Shareholders
who no longer wish to remain shareholders in the Company and are
unable to exit due to liquidity constraints, an opportunity to
realise their investment for cash at a significant premium to the
current market price of a Seraphine Share.
In addition, Mayfair considers that it would be beneficial for
the Company to secure significant new capital investment to support
and accelerate the Company's growth strategy. Mayfair is willing
and intends to provide this financial support to Seraphine but, for
the reasons set out above, believes this would be most
appropriately delivered to Seraphine as a private company.
Accordingly, following completion of the Offer, Mayfair intends to
initially invest up to GBP5 million in the Company as primary
capital.
Mayfair remains fully supportive of the Company's management and
strategy, and is eager to work with the Company in a private
context. Mayfair, therefore, intends to procure that the Company
makes applications to cancel the listing of all Seraphine Shares on
the Official List and to cancel trading in all Seraphine Shares on
the Main Market as soon as possible in accordance with applicable
laws.
4. Irrevocable undertakings and letters of intent
Bidco has received irrevocable undertakings to accept the Offer
from the Seraphine Independent Directors that hold Seraphine Shares
(and persons connected with them) in respect of 4,035,102 Seraphine
Shares, representing in aggregate approximately 7.9 per cent. of
the existing issued ordinary share capital of Seraphine (excluding
treasury shares) as at the Last Practicable Date. The irrevocable
undertakings include an undertaking to vote in favour of
resolutions to assist with the implementation of the Offer. These
irrevocable undertakings cease to be binding, inter alia, on the
earlier of the Long-Stop Date and the time and date on which the
Offer is withdrawn, lapses or otherwise terminates in accordance
with its terms, or Bidco announces, with the consent of the Panel,
that it does not intend to proceed with the Offer.
In addition, Bidco has obtained non-binding letters of intent to
accept or procure the acceptance of the Offer in respect of
9,035,882 Seraphine Shares, including from:
-- Harwood Capital LLP, in respect of 3,975,000 Seraphine Shares;
-- Canaccord Genuity Asset Management, in respect of 2,487,000 Seraphine Shares; and
-- Lombard Odier Asset Management (Europe) Limited in respect of 2,573,882 Seraphine Shares,
representing in aggregate approximately 17.8 per cent. of the
existing issued share capital of Seraphine (excluding treasure
shares) as at the Last Practicable Date.
Bidco has, therefore, received irrevocable undertakings or
letters of intent in respect of 13,070,984 Seraphine Shares
(representing, in aggregate, approximately 25.7 per cent. of the
existing issued ordinary share capital of Seraphine (excluding
treasury shares) as at the Last Practicable Date).
Further details of these irrevocable undertakings (including the
circumstances in which they cease to be binding) and non-binding
letters of intent are set out in Appendix 3 to this
Announcement.
5. Information on MEP and Bidco
Founded in 2014 and based in London, MEP provides buyout and
growth capital to dynamic businesses in the Technology and Consumer
sectors. MEP's primary focus is on building strong partnerships
with management teams to create value through organic growth and
value accretive M&A. MEP is authorised and regulated by the
FCA, and manages in excess of GBP1.0 billion in commitments.
MEP backed the management buyout of Seraphine in 2020,
supporting the continuation of the Company's existing growth
strategy at the time of the buyout. MEP worked closely with
Seraphine management in a number of ways including supporting the
rebranding of Seraphine's business, developing and implementing the
Company's ESG strategy, expanding the senior leadership team with
several new hires, and supporting on various warehousing and
logistics projects.
Mayfair retained a substantial shareholding in the Company
following the Company's IPO in July 2021 and remains the Company's
current largest shareholder. Seraphine continues to deliver top
line growth, as evidenced by the Company growing revenue by a third
in its first year as a public company.
Bidco is a wholly-owned indirect subsidiary of funds managed by
MEP, which was incorporated for the purposes of implementing the
Offer. Bidco is a limited company registered in England and Wales
and incorporated on 11 January 2023. Bidco has not traded since its
date of incorporation, nor has it entered into any obligations
other than in connection with the Offer. Further details in
relation to Bidco will be contained in the Offer Document.
6. Information on Seraphine
Seraphine is an international digitally-led maternity and
nursing wear brand with a diverse range of innovative maternity and
nursing products serving a global market.
Seraphine was founded in 2002 with the vision of creating
desirable clothes which women would want to wear even if they were
not pregnant, and this ethos remains true to this day. The
Seraphine Group has over 19 years' experience designing and
developing maternity and nursing wear for women from first
trimester to post-partum and nursing products.
The Seraphine Group has achieved global brand recognition
through its rapidly growing digital platform, which in the
financial year ended 3 April 2022, contributed to approximately 84
per cent. of revenue. The Seraphine Group currently exports
products to customers in over 120 countries globally, with the
Seraphine Group's largest markets being Western Europe, North
America and the UK.
The Seraphine Shares are listed on the premium segment of the
Official List and are admitted to trading on the Main Market.
7. Intentions of Bidco
Intentions for headquarter, locations, fixed assets and research
& development
Bidco does not envisage a redeployment of Seraphine's fixed
asset base. Following completion of the Offer, Bidco may identify
areas of the Seraphine Group where investment can be increased, or
specific business units that can be prioritised. However, based on
diligence performed to date, Bidco does not expect the Offer to
have a material impact on the operations or places of business of
Seraphine.
Following completion of the Offer, Bidco intends to maintain
Seraphine's London headquarter.
Seraphine does not currently have a research and development
function. Bidco has no plans to change this.
Intentions for employees and management
Mayfair continues to be fully supportive of the Company's senior
management team and also recognises the skills and expertise of its
employees. Mayfair views the Company's senior management team and
employees as a key attribute in driving future growth in the
business. Bidco does not intend to implement any material headcount
reduction as a result of the Offer and confirms that, following
completion of the Offer, the existing contractual and statutory
rights and terms and conditions of employment, including pension
obligations, of the management and employees of the Seraphine Group
will be safeguarded in accordance with applicable law. Bidco has no
intention to make any material change to the conditions of
employment of Seraphine employees or, other than in relation to the
non-executive Seraphine Directors as described below, in the
balance of the skills and functions of the employees and management
of Seraphine.
Following completion of the Offer, Mayfair intends to procure
that the Company makes applications to cancel the listing of all
Seraphine Shares on the Official List and to cancel trading in all
Seraphine Shares on the Main Market. Following such cancellation,
it is also intended that Seraphine will be re-registered as a
private limited company. As a result of the cancellations of the
listing and the trading and the re-registration, certain costs
associated with being a publicly listed company may no longer be
required. Bidco does not currently expect any headcount reductions
but in the event any such headcount reductions are required, any
individuals affected will be treated in a manner consistent with
the high standards, culture and practices of Seraphine.
Intentions for Seraphine Board
As is customary in such circumstances, Bidco expects that the
non-executive Seraphine Directors (except for Bertie Aykroyd) will
resign from the Seraphine Board upon completion of the Offer and
the anticipated cancellation of the listing of Seraphine Shares on
the Official List and cancellation of trading in Seraphine Shares
on the Main Market.
Pension schemes
Bidco intends to safeguard the existing employment rights of the
management and employees of Seraphine, including in relation to
pensions, in accordance with applicable law and does not envisage
any material change in the conditions of employment of the
management and employees of Seraphine (including as regards any
employer contributions to Seraphine's existing defined contribution
pension scheme).
Incentivisation arrangements
Bidco has not entered into, and has not had discussions on
proposals to enter into, incentivisation arrangements with any
member of Seraphine's management or with any Seraphine employee,
nor will it enter into any such discussions prior to completion of
the Offer. Following completion of the Offer, Bidco intends to put
in place incentivisation arrangements for managers and employees of
Seraphine.
Share schemes
Bidco will make appropriate proposals to the participants of the
Seraphine Share Plan in accordance with Rule 15 of the Code.
Further details of these arrangements will be communicated to
participants in the Seraphine Share Plan in due course. Details of
the impact of the Offer on the Seraphine Share Plan and the
proposals will be set out in the Offer Document.
Trading facilities
Seraphine Shares are currently listed on the premium listing
segment of the Official List maintained by the FCA and admitted to
trading on the Main Market of the London Stock Exchange.
As set out in paragraph 13 below, Bidco intends to procure that
the Company makes applications for the cancellation of the listing
of Seraphine Shares on the Official List and the cancellation of
trading of the Seraphine Shares on the Main Market. Following
cancellation, it is intended that the Company will be re-registered
as a private company limited by shares.
Post-offer undertakings
No statements in this paragraph 7 are "post-offer undertakings"
for the purposes of Rule 19.5 of the Code.
8. Recommendation
Bertie Aykroyd is a Mayfair nominee to the Seraphine Board
pursuant to the Relationship Agreement. As such, Bertie Aykroyd is
not independent for the purposes of considering the Offer.
The Seraphine Independent Directors, who have been so advised by
finnCap as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable. In providing advice to the
Seraphine Independent Directors, finnCap has taken into account the
commercial assessments of the Seraphine Independent Directors.
The Seraphine Independent Directors also note the intention of
Bidco to delist the Company following completion of the Offer. Any
remaining Seraphine Shareholders would 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 would pay any further dividends or
other distributions or that such minority Seraphine Shareholders
would 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.
Accordingly, the Seraphine Independent Directors, who have been
so advised by finnCap, unanimously intend to recommend that the
Seraphine Shareholders accept the Offer (or in the event that the
Offer is implemented by way of a Scheme, to vote or procure voting
in favour of such Scheme at the court meeting and the resolutions
relating to the Offer at any Seraphine general meeting). finnCap is
providing independent financial advice to the Seraphine Independent
Directors for the purposes of Rule 3 of the Takeover Code.
9. Background to and reasons for the Recommendation
Overview
Seraphine completed its IPO in the summer of 2021 with the
ambition of supporting the Seraphine Group's growth plans by
increasing the Seraphine Group's public profile and brand
awareness, further improving the ability of the Seraphine Group to
attract and retain high quality talent, providing the Company with
access to a wider range of capital raising options and creating a
liquid market in the Seraphine Shares for existing and future
shareholders.
Almost immediately following its IPO, however, Seraphine's
operating environment deteriorated markedly, with a number of
challenges emerging which adversely affected the retail sector. The
global supply chain crisis of summer 2021 caused significant stock
management issues for the Group. Furthermore, Seraphine has
suffered from unforeseen marketing cost inflation, with companies
such as Meta significantly raising the costs of advertising on
their platforms, which has had a material impact on Seraphine as a
digitally led business.
The adverse economic environment caused by the Russian invasion
of Ukraine is severely impacting consumer confidence in 2022,
especially in Seraphine's European and UK markets. The ensuing
cost-of-living crisis and energy price increases is having a
damaging effect on consumer activity across all of Seraphine's
largest markets.
Whilst many UK-listed retail companies have reported being
affected by these challenges, the Seraphine Independent Directors
believe that Seraphine, with its relatively smaller balance sheet,
shorter history on the stock market, and proportionately high
reliance on e-commerce, has suffered a disproportionate
deterioration in investor sentiment since its IPO. The Seraphine
Independent Directors are grateful to the Seraphine employees for
their continuing efforts and dedication to strengthening and
building the business in the face of the extraordinary and widely
publicised challenging market conditions for consumer-facing
companies since its IPO.
In addition, as previously announced, Seraphine has faced a
number of margin and cost challenges in the period, and its
marketing spend has at times been less effective than planned,
resulting in an increase in customer acquisition costs. Management
has taken a number of steps to mitigate the impact of these
headwinds, and has made significant investment in its team to best
position the Company to operate in this challenging operating
environment. Furthermore, management has made a number of
improvements to Seraphine's operating processes having identified
some issues with its internal management systems in early 2022,
with such improvements having had a positive impact on the
business.
The Seraphine Independent Directors consider that,
notwithstanding the headwinds which are challenging the retail
sector, the Company has continued to demonstrate the fundamentals
of its business model as a provider of affordable luxury,
innovative and sustainable maternity and nursing wear. At the same
time, however, the Seraphine Independent Directors have concluded
that additional capital would be highly beneficial to the Company
at this time and be in the best interests of the Company's
stakeholders, insofar that it would provide additional liquidity
for the business to enable investment thereby allowing the Company
to accelerate its growth strategy, while also strengthening its
balance sheet. The Seraphine Independent Directors believe that the
Company would be unable to execute this accelerated growth strategy
without new capital.
Seraphine received an initial indicative proposal from Mayfair
in December 2022, including a commitment to provide additional
capital investment in the Company to accelerate Seraphine's growth
strategy. Following further discussions and negotiations regarding
the terms of such proposal with Mayfair, the Seraphine Independent
Directors indicated to Mayfair that its materially revised proposal
was at a level at which the Seraphine Independent Directors were
minded to recommend the Offer.
The Seraphine Independent Directors have assessed the merits of
the Offer against: (i) the financial performance, prospects and
position of Seraphine; (ii) the fact that Seraphine would benefit
from additional capital investment to accelerate its growth
strategy and that Mayfair has expressed its willingness to provide
this support; and (iii) the backdrop of the costs, difficulties and
risks of remaining an independent listed business in the current
economic environment.
Terms of the Offer
The Seraphine Independent Directors believe that the Offer
presents an opportunity for Seraphine Shareholders to realise the
value of their holdings in cash with certainty at an immediate and
very significant premium to the price at which Seraphine Shares
have traded recently and also note that the Offer price per share
represents a substantially material increase on Mayfair's initial
proposal to the Seraphine Independent Directors.
The Seraphine Independent Directors also recognise that in the
context of the prevailing highly challenging environment for listed
consumer-facing companies in general, and in particular for those
retail businesses with a high proportion of e-commerce sales, the
Offer price per share is considerably higher than the share price
that is likely to be organically achievable in the short to medium
term (even before any new capital investment, as discussed
below).
The Seraphine Independent Directors are mindful that there is a
very low level of trading liquidity in Seraphine Shares and that
the Offer provides a liquidity opportunity that Seraphine
Shareholders may not otherwise receive, especially in the
circumstances where Mayfair has expressed an intention to procure a
cancellation of the Company's listing following completion of the
Offer.
The Seraphine Independent Directors have also considered that
Mayfair is already the Company's largest shareholder and owns or
has procured irrevocable undertakings to accept or procure
acceptance of the Offer in respect of a majority of the Seraphine
Shares in issue. It is, therefore, highly likely that the Offer
will become unconditional.
Strategy and future growth
As detailed above, Seraphine has been exposed to particularly
challenging and unpredictable market conditions, digital marketing
cost inflation and declining consumer confidence.
The Company has undertaken a number of actions to address these
challenges, and has recently reported encouraging evidence of
commercial and operational progress underpinning the Seraphine
Independent Directors' confidence in the Company's prospects and
resilience for the current financial year as a standalone entity.
Nevertheless, the Seraphine Independent Directors are very aware
that trading conditions across its markets have not yet stabilised
and the challenging trading conditions seen through 2022 are
expected to prevail into 2023. There is also still a large degree
of uncertainty as to what future external pressures might emerge,
and the extent of the Company's financial resilience in potential
downside scenarios. For Seraphine Shareholders who accept the
Offer, the Offer eliminates the future risk to Seraphine
Shareholders of these broader market factors.
The Seraphine Independent Directors consider that additional
capital would be highly beneficial to the Company and be in the
best interests of the Company's stakeholders, insofar that it would
provide additional liquidity for the business to enable investment
thereby allowing the Company to accelerate its growth strategy with
the secondary benefit of strengthening its balance sheet. The
Seraphine Independent Directors believe that the Company would be
unable to execute this accelerated growth strategy without new
capital and that new financing is unlikely to be available
on-market on terms that would not lead to considerable equity
and/or earnings dilution to Seraphine Shareholders. Furthermore,
Seraphine is restricted by UK law and regulation in raising new
equity capital which would represent 20 per cent. or more of the
issued share capital of the Company without the publication of a
prospectus relating to such an equity issue, with the associated
considerable time and cost constraints. At Seraphine's current
market capitalisation, and assuming such an equity fundraising was
completed at the closing mid-market price of a Seraphine Share of
9.8 pence, the gross proceeds of such an equity fundraising for up
to 19.9 per cent. of the issued share capital of the Company would
be limited to GBP1 million.
The Seraphine Independent Directors further note that as a
private company Seraphine would benefit from the significant
reduction in professional and legal fees necessitated by listing
requirements in addition to the freeing up of executive
management's time to focus efforts on returning the Seraphine Group
to profitable growth.
The Seraphine Independent Directors welcome the supportive
statements from Mayfair with regard to having continuing faith in
the Company's senior management team and the skill and expertise of
the Company's employees. The Seraphine Independent Directors also
welcome Mayfair's statement that it is not planning any material
headcount reductions or other adverse changes to the terms of
employment of Seraphine's employees or to its places of business as
a result of the Offer.
Conclusion
Following careful consideration of the financial terms of the
Offer, the economic and trading conditions expected over the short
to medium term, and Mayfair's plans for Seraphine under Mayfair's
ownership, the Seraphine Independent Directors intend to recommend
unanimously the Offer to Seraphine Shareholders.
10. Financing of the Offer and cash confirmation
The cash consideration payable by Bidco pursuant to the Offer
will be financed by existing cash resources available to funds
advised by Mayfair which have been transferred to Bidco.
Investec, the financial adviser to Bidco, confirms that it is
satisfied that sufficient resources are available to Bidco to
enable it to satisfy in full the cash consideration payable to
Seraphine Shareholders in the event of full acceptance of the
Offer.
11. Offer-related arrangements
Confidentiality Agreement
MEP and Seraphine entered into a confidentiality agreement on 5
January 2023 pursuant to which MEP has undertaken, among other
things, to: (i) keep information relating to Seraphine and the
Offer confidential and not disclose it to third parties (other than
to certain permitted disclosees) except as required by applicable
law or regulation; and (ii) use the confidential information for
the sole purpose of evaluating and considering the Offer. These
confidentiality obligations will remain in force for two years from
the date of the Confidentiality Agreement.
12. Disclosure of interests in relevant securities
As at the close of business on 19 January 2023 (being the Last
Practicable Date), Bidco, its directors and any persons acting in
concert (within the meaning of the Takeover Code) with Bidco hold
21,742,685 Seraphine Shares, representing approximately 42.71 per
cent. of the voting rights in Seraphine.
As at the close of business on 19 January 2023 (being the Last
Practicable Date), save as disclosed in this Announcement, neither
Bidco, nor any of its directors, nor, so far as Bidco is aware, any
person acting in concert (within the meaning of the Takeover Code)
with Bidco, had:
(i) any interest in or right to subscribe for any relevant securities of Seraphine; nor
(ii) any short positions in respect of relevant securities of
Seraphine (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery; nor
(iii) borrowed or lent any relevant securities of Seraphine
(including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code); nor
(iv) entered into any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the
Takeover Code in relation to relevant securities of Seraphine.
"interests in securities" for these purposes arise, in summary,
when a person has long economic exposure, whether absolute or
conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an interest by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities.
"relevant securities of Seraphine" are Seraphine Shares or
securities convertible or exchangeable into Seraphine Shares.
It has not been practicable for Bidco to make enquiries of all
of its concert parties in advance of the release of this
Announcement. Therefore, if Bidco becomes aware, following the
making of such enquiries, that any of its concert parties have any
such interests in relevant securities of Seraphine, all relevant
details in respect of Bidco's concert parties will be included in
Bidco's Opening Position Disclosure in accordance with Rule 8.1(a)
and Note 2(a)(i) on Rule 8 of the Takeover Code which must be made
on or before 12 noon on the 10(th) Business Day following the date
of this Announcement.
13. Cancellation of listing and trading, compulsory acquisition and re-registration
The Seraphine Shares are currently listed on the premium listing
segment of the Official List and admitted to trading on the Main
Market. Bidco intends that, subject to compliance with applicable
requirements of the Listing Rules, and subject to the Bidco Group
holding or having acquired or agreed to acquire Seraphine Shares
carrying 75 per cent. of the voting rights of the Company (by
virtue of the Bidco Group's shareholdings and acceptances of the
Offer) or on the first date of issue of compulsory acquisition
notices under section 979 of the Companies Act, an application will
be made to the FCA to cancel the listing of all the Seraphine
Shares on the Official List and to the London Stock Exchange to
cancel trading in all the Seraphine Shares on the Main Market. A
notice period of no less than 20 business days shall apply to such
cancellation and, in accordance with LR 5.2.10A R, such notice
period shall begin only when Bidco has announced that it holds or
has acquired or agreed to acquire Seraphine Shares representing 75
per cent. of the Company's voting rights.
Any cancellation of trading of Seraphine Shares on the Main
Market would significantly reduce the liquidity and marketability
of any Seraphine Shares in respect of which the Offer has not been
accepted at that time and the value of any such Seraphine Shares
may be adversely affected as a consequence.
If Bidco receives acceptances under the Offer in respect of
and/or otherwise acquires or contracts to acquire, 90 per cent. or
more by number of the Seraphine Shares to which the Offer relates,
assuming that the Conditions have been satisfied, Bidco intends to
exercise its rights in accordance with Part 28 of the Companies Act
to acquire compulsorily the remaining Seraphine Shares on the same
terms as the Offer.
Bidco also intends that, following and assuming the cancellation
of the listing and trading of Seraphine Shares on the Main Market,
Seraphine will be re-registered as a private limited company.
14. Overseas Shareholders
The availability of the Offer to Seraphine Shareholders who are
not resident in the UK may be affected by the laws and/or
regulations of their relevant jurisdiction. Therefore, such persons
should inform themselves about and observe any applicable legal or
regulatory requirements in their jurisdiction. Further details in
relation to overseas Seraphine Shareholders will be set out in the
Offer Document. If you are in any doubt regarding such matters, you
should consult your professional adviser in the relevant
jurisdiction without delay.
This Announcement is not intended to, and does not, constitute
or form part of an offer for sale for any securities or an offer or
an invitation to purchase any securities.
15. Consents
Each of Investec and finnCap has given and not withdrawn its
consent to the publication of this Announcement with the inclusion
herein of the references to its name in the form and context in
which such references appear.
16. Documents on display
Copies of the following documents will be made available on
Seraphine's website at www.seraphinegroupplc.com/offer by no later
than 12 noon on the Business Day following the date of this
Announcement until the end of the Offer Period:
-- a copy of this Announcement;
-- the Confidentiality Agreement;
-- the irrevocable undertakings and letters of intent referred to in paragraph 4 above; and
-- the consents of Investec and finnCap referred to in paragraph 15.
Copies of further announcements and other documents in
connection with the Offer will, subject to certain restrictions
relating to persons resident in any Restricted Jurisdictions, be
made available on Seraphine's website by no later than 12 noon on
the Business Day following the date of the relevant announcement or
document, pursuant to Rule 26.1 of the Takeover Code.
The contents of the websites referred to in this Announcement
are not incorporated into, and do not form part of, this
Announcement.
17. Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this Announcement in hard copy form by
contacting the Company's registrars, Link Group during business
hours on 0371 664 0300 (or if calling from outside the UK +44 371
664 0300) or by submitting a request in writing to Link Group, 10th
Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00am
and 5.30pm, 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 Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested.
Seraphine Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Offer should be in hard copy form. If a Seraphine
Shareholder has received this Announcement in electronic form, hard
copies of this Announcement and any document or information
incorporated by reference into this Announcement will not be
provided unless such a request is made.
Please note that the Registrar cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
18. 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.
19. Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on the Last Practicable Date (being the Business Day prior
to the date of this Announcement), Seraphine confirms that it had
in issue 50,902,011 Seraphine Shares of GBP0.01 each. The
International Securities Identification Number (ISIN) of the
Seraphine Shares is GB00BNXGTY25.
20. Publication on website and hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Seraphine's website at
www.seraphinegroupplc.com/offer by no later than 12.00 noon on the
Business Day following this Announcement. Neither the content of
any website referred to in this Announcement nor the content of any
website accessible from hyperlinks is incorporated into, or forms
part of, this Announcement.
21. General
It is intended that the Offer will be implemented by way of a
takeover offer within the meaning of the Companies Act. However,
Bidco reserves the right to elect to implement the Offer by way of
a Scheme as an alternative to the Offer (subject to the consent of
the Panel). In such event, the Scheme will be implemented on
substantially the same terms, so far as applicable, as those which
would apply to the Offer, subject to appropriate amendments.
Bidco will make the Offer through the despatch of the Offer
Document and Form of Acceptance, both of which will be posted to
Seraphine Shareholders (or made available electronically in
accordance with the Takeover Code) no later than 28 days after the
date of this Announcement (unless agreed otherwise with the Panel).
The Offer Document will contain the formal terms of, and Conditions
applicable to, the Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Seraphine Shareholders, persons with
information rights and other relevant 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 of the
Takeover Code to comply with Rule 2.11 of the Takeover Code.
Your attention is drawn to the further information contained in
the Appendices, which form part of, and should be read in
conjunction with, this Announcement. The bases and sources of
certain financial information contained in this Announcement are
set out in Appendix 2. Certain terms used in this Announcement are
defined in Appendix 4.
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, 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 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.
Further information
This Announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. The
Offer will be made solely by the Offer Document (or, if the Offer
is implemented by way of a Scheme, the Scheme Document) (together
with, in the case of Seraphine Shares in certificated form, the
Form of Acceptance), which will contain 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 (or, if the Offer is
implemented by way of a Scheme, the Scheme Document) 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 (or, if the Offer is implemented by way of a Scheme, the
Scheme Document).
The full terms and conditions of the Offer (including details of
how the Offer may be accepted) will be set out in the Offer
Document and, in the case of certificated Seraphine Shares, the
related Form of Acceptance. The Offer will be made solely through
the Offer Document and, in the case of certificated Seraphine
Shares, the Form of Acceptance, and any acceptance of the Offer
should be made only on the basis of the information contained in
the Offer Document and, in the case of certificated Seraphine
Shares, the Form of Acceptance.
Seraphine Shareholders are advised to read the Offer Document
and the Form of Acceptance carefully when they become available
because they will contain important information relating to the
Offer.
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).
Further details in relation to Seraphine Shareholders in
overseas jurisdictions will be contained in the Offer Document.
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.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase
Seraphine Shares otherwise than under the Offer (or, in the event
the Offer is implemented by way of a Scheme, the Scheme), such as
in the open market or through privately negotiated purchases. Such
purchases shall comply with the Takeover Code, the Listing Rules
and the rules of the London Stock Exchange.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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.
APPIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A - Conditions
This Offer is subject to the following Conditions:
1 Acceptance Condition
1.1 The Offer is subject to valid acceptances of the Offer being
received (and not validly withdrawn in accordance with the rules
and requirements of the Takeover Code and the terms of the Offer)
by no later than 1.00 p.m. (London time) on the Unconditional Date
(or such other time(s) and/or date(s) as Bidco may, in accordance
with the Takeover Code and, where applicable, with the consent of
the Panel, decide) in respect of not less than 90 per cent. (or,
subject to the Code, such lesser percentage as Bidco may decide) in
value of the Seraphine Shares to which the Offer relates and of the
voting rights attached to those shares, provided that: (i) this
condition will not be satisfied unless Bidco, Mayfair or any
wholly-owned subsidiary of Mayfair holds, shall have acquired or
have agreed to acquire (whether pursuant to the Offer or
otherwise), Seraphine Shares carrying in aggregate more than 50 per
cent of the voting rights then normally exercisable at a general
meeting of Seraphine including, to the extent (if any) required by
the Panel, any voting rights attaching to any Seraphine Shares
which are unconditionally allotted or issued before this Condition
is satisfied pursuant to the exercise of any outstanding conversion
or subscription rights or otherwise. Unless the Panel consents
otherwise, this Condition shall only be capable of being satisfied
when all other Conditions set out in paragraph 2 below have been
either satisfied or waived.
1.2 For the purposes of this Condition:
1.2.1 Seraphine Shares which have been unconditionally allotted
but not issued before the Offer becomes or is declared
unconditional, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
be in issue and carry the voting rights they will carry on being
entered into the register of members of Seraphine;
1.2.2 the expression "Seraphine Shares to which the Offer
relates" shall be construed in accordance with Chapter 3 of Part 28
of the Companies Act;
1.2.3 Seraphine Shares (if any) that cease to be held in
treasury before the Offer becomes, or is declared, unconditional as
to acceptances are Seraphine Shares to which the Offer relates;
and
1.2.4 valid acceptances shall be deemed to have been received in
respect of Seraphine Shares which are treated for the purposes of
Part 28 of the Companies Act as having been acquired or contracted
to be acquired by Bidco by virtue of acceptances of the Offer or
otherwise.
2 Other Conditions
Subject to the provisions of Part B of this Appendix 1 and the
requirements of the Panel in accordance with the Takeover Code, the
Offer is also conditional upon the satisfaction or, where relevant,
waiver of the following Conditions, and, accordingly, the Offer
will not become or be declared unconditional unless the following
Conditions (as amended, if appropriate), have been satisfied or,
where relevant, waived:
2.1 Merger control
2.1.1 to the extent that any antitrust, merger control or
national security or foreign investment consents or approvals are
required prior to completion of the acquisition of the entire
issued and to be issued share capital of Seraphine according to the
law of any jurisdiction, all relevant notifications or filings
having been made, all appropriate waiting periods having expired,
lapsed or been terminated (as appropriate) and all such clearances
or approvals having been granted (or being deemed to have been
granted in accordance with the relevant law) provided that each
such clearance is on terms reasonably satisfactory to Bidco;
2.2 General Third Party official authorisations and regulatory clearances
2.2.1 excluding filings, applications, obligations,
notifications, waiting and other time periods, and clearances
relating to antitrust, merger control or national security or
foreign investment screening referred to in paragraph 2.1.1 above,
all necessary filings or applications having been made, all
necessary waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable
legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any relevant jurisdiction
having been complied with, and there are no threatened or pending
investigations by any Third Party following the expiration or
termination of any necessary waiting period, in each case in
connection with the Offer or the acquisition by any member of the
Wider Bidco Group of any shares or other securities in, or control
of, any member of the Wider Seraphine Group, where the direct
consequence of a failure to make such a notification or filing or
to wait for the expiry, lapse, or termination of any such waiting
or time period would be unlawful in any relevant jurisdiction;
2.2.2 no Third Party having intervened (other than any Third
Party having intervened in respect of antitrust, merger control or
national security or foreign investment screening referred to in
paragraph 2.1.1 in respect of which the aforementioned paragraph
shall apply) and there not continuing to be outstanding any
statute, regulation or order of any Third Party (other than any
statute, regulation or order of any Third Party relating to
antitrust or merger control or national security or foreign
investment screening referred to in paragraph 2.1.1 above in
respect of which the aforementioned paragraph shall apply), in each
case which would reasonably be expected to:
(a) make the Offer, its implementation or the acquisition or
proposed acquisition by Bidco Group or any member of the Wider
Bidco Group of any shares or other securities in, or control of,
Seraphine or any member of the Wider Seraphine Group void, illegal
or unenforceable under the laws of any jurisdiction, or otherwise
directly or indirectly materially restrain, prevent, prohibit,
restrict or materially delay, the same or impose additional
conditions or obligations with respect to the Offer or such
acquisition, or otherwise materially impede, challenge or interfere
with the Offer or such acquisition, or require material amendment
to the terms of the Offer or the acquisition or proposed
acquisition of any Seraphine Shares or the acquisition of control
of Seraphine or the Wider Seraphine Group by Bidco Group or any
member of the Wider Bidco Group;
(b) materially limit or delay, or impose any material
limitations on, the ability of any member of the Wider Bidco Group
or any member of the Wider Seraphine Group to acquire or to hold or
to exercise effectively, directly or indirectly, all or any rights
of ownership in respect of shares or other securities in, or to
exercise voting or management control over, any member of the Wider
Seraphine Group or any member of the Wider Bidco Group;
(c) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Bidco Group of any ordinary shares or
other securities in Seraphine or of all or any portion of their
respective businesses, assets or properties or materially limit the
ability of any of them to conduct any of their respective
businesses or to own or control any of their respective assets or
properties or any part thereof;
(d) except pursuant to the implementation of the Offer or, if
applicable Part 28 of the Companies Act, require any member of the
Wider Bidco Group or of the Wider Seraphine Group to acquire, or to
offer to acquire, any shares or other securities (or the
equivalent) in any member of either group owned by any third
party;
(e) result in any member of the Wider Seraphine Group ceasing to
be able to carry on business under the name under which it
presently carries on business;
(f) materially adversely limit the ability of any member of the
Wider Bidco Group or of the Wider Seraphine Group to conduct or
integrate or co-ordinate its business, or any part of it, with the
businesses or any part of the businesses of any other member of the
Wider Bidco Group or of the Wider Seraphine Group; or
(g) except as Disclosed, otherwise materially adversely affect,
any or all of the business, assets, profits, financial or trading
position of any member of the Wider Seraphine Group or of the Wider
Bidco Group,
in any case, to an extent which would reasonably be expected to
be material and adverse in the context of the Wider Seraphine Group
or Wider Bidco Group taken as a whole;
2.3 Certain matters arising as a result of any arrangement, agreement etc.
2.3.1 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the Wider Seraphine Group is a
party, or by or to which any such member or any of its assets is or
are or may be bound, entitled or subject, which, in each case as a
consequence of the Offer or the acquisition or proposed acquisition
of any ordinary shares or other securities in, or control of,
Seraphine or any other member of the Wider Seraphine Group by any
member of the Wider Bidco Group or otherwise, would reasonably be
expected to result in (in any case, to an extent which would
reasonably be expected to be material and adverse in the context of
the Wider Seraphine Group taken as a whole):
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to,
any member of the Wider Seraphine Group being or becoming repayable
or capable of being declared repayable immediately or prior to its
stated maturity date or repayment date or the ability of any member
of the Wider Seraphine Group to borrow monies or incur any
indebtedness being withdrawn or inhibited or becoming capable of
being withdrawn or inhibited;
(b) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property, assets or
interests of any member of the Wider Seraphine Group;
(c) any asset or interest of any member of the Wider Seraphine
Group being or falling to be disposed of or charged or ceasing to
be available to any member of the Wider Seraphine Group or any
right arising under which any such asset or interest could be
required to be disposed of or could cease to be available to any
member of the Wider Seraphine Group otherwise than in the ordinary
course of business;
(d) the creation of any liabilities (actual or contingent) by
any member of the Wider Seraphine Group other than trade creditors
or other liabilities incurred in the ordinary course of
business;
(e) the rights, liabilities, obligations or interests of any
member of the Wider Seraphine Group under any such arrangement,
agreement, licence, permit, franchise or other instrument or the
interests or business of any such member in or with any other
person, firm, company or body (or any arrangement or arrangements
relating to any such interests or business) being, or becoming
capable of being, terminated or adversely modified or affected or
any adverse action being taken or any obligation or liability
arising thereunder; or
(f) the financial or trading position or the value of any member
of the Wider Seraphine Group being prejudiced or adversely
affected,
and no event having occurred which, under any provision of any
such arrangement, agreement, licence, permit or other instrument,
would or would reasonably be expected to result in any of the
events or circumstances which are referred to in paragraphs
2.3.1(a) to 2.3.1(f) of this Condition occurring, in any case to an
extent which would reasonably be expected to be material and
adverse in the context of the Seraphine Group taken as a whole;
2.4 No material transactions, claims or changes in the conduct of the business of Seraphine
2.4.1 except as Disclosed, no member of the Wider Seraphine Group having, since 3 April 2022:
(a) issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into, or
exercisable or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities
or transferred or sold any shares out of treasury, in each case
other than as between Seraphine and wholly-owned subsidiaries of
Seraphine and/or on the exercise of options or vesting of awards in
the ordinary course granted under the Seraphine Share Plan;
(b) purchased or redeemed or repaid any of its own shares or
other securities or reduced or, save in respect of the matters
mentioned in sub-paragraph (a) above, made any other change to any
part of its ordinary share capital in each case to an extent which
is material and adverse in the context of the Wider Seraphine Group
taken as a whole;
(c) recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made by way of
bonus issue (other than to Seraphine or another member of the Wider
Seraphine Group);
(d) other than pursuant to the Offer (and except for
transactions between Seraphine and members of the Wider Seraphine
Group or between members of the Wider Seraphine Group and
transactions in the ordinary course of business) implemented,
effected, authorised or announced its intention to implement,
effect, authorise or propose any offer, demerger, reconstruction,
amalgamation, scheme, or acquisition or disposal of assets or
shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material and adverse in the context of the Wider Seraphine Group
taken as a whole or in the context of the Offer;
(e) save for intra-group transactions, made or authorised any
change in its loan capital other than in connection with ordinary
course financing arrangements in any case to an extent which is
material and adverse in the context of the Wider Seraphine Group
taken as a whole;
(f) save for intra-group transactions and other than in the
ordinary course of business, entered into, implemented or
authorised the entry into of, any joint venture, asset or profit
sharing arrangement, partnership or merged with, demerged or
acquired any body corporate, partnership or business or acquired or
disposed of or transferred, mortgaged, charged or created any
security interest over any assets or any right, title or interest
in any assets (including shares in any undertaking and trade
investments) or authorised the same (in each case, to an extent
which is material and adverse in the context of the Wider Seraphine
Group taken as a whole);
(g) save in the ordinary course of business, issued or
authorised the issue of, or made any change in or to, any
debentures or (save for intra-group transactions) incurred or
increased any indebtedness or liability (actual or contingent)
which in any case is material and adverse in the context of the
Wider Seraphine Group taken as a whole;
(h) entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(i) is of a long term, onerous or unusual nature or magnitude or
which is reasonably likely to involve an obligation of such nature
or magnitude (save in the ordinary course of business); or
(ii) is likely to materially restrict the business of any member
of the Wider Seraphine Group other than to a nature and extent
which is normal in the context of the business concerned,
and, in either case, which is, or would reasonably be expected
to be, material and adverse in the context of the Wider Seraphine
Group taken as a whole;
(i) (other than in respect of a member which is dormant or which
is solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar office of all, or any material part of, its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed, in each case, which is material
the context of the Wider Seraphine Group as a whole;
(j) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business to
an extent which is material in the context of the Wider Seraphine
Group taken as a whole;
(k) other than in respect of claims between Seraphine and
wholly-owned subsidiaries of Seraphine, waived or compromised any
claim (otherwise than in the ordinary course of business) which is
material in the context of the Wider Seraphine Group taken as a
whole;
(l) made any material alteration to its memorandum or articles
of association (in each case, other than in connection with the
Offer) which is adverse to the interests of Bidco Group in the
context of the Offer;
(m) (except in relation to changes made or agreed as a result
of, or arising from, applicable law or changes to applicable law)
made or agreed or consented to any material change to:
(i) the terms of the pension scheme(s) established for its
directors, employees or their dependents; or
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder; or
(iii) the basis on which qualification for, or accrual or
entitlement to such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
or such pension schemes are funded, valued or made; or
which would reasonably be expected to have a material adverse
effect on the financial position of the Wider Seraphine Group taken
as a whole;
(n) entered into or materially varied the terms of or made any
offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, agreement, commitment, transaction or
arrangement with any director or senior executive which is material
and adverse in the context of the Offer or which would reasonably
be expected to have a material adverse effect on the financial
position of the Wider Seraphine Group;
(o) proposed, agreed to provide or modified the terms of the
Seraphine Share Plan or other benefit constituting a material
change relating to the employment or termination of employment of a
material category of person employed by the Wider Seraphine Group
in each case which is material and adverse in the context of the
Wider Seraphine Group taken as a whole; and
(p) taken (or proposed to take) any action which requires or
would require the approval of Seraphine Shareholders in general
meeting in accordance with, or as contemplated by, Rule 21.1 of the
Takeover Code.
2.5 No material adverse change, litigation, regulatory enquiry or similar
2.5.1 except as Disclosed, since 3 April 2022:
(a) there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or
prospects of any member of the Wider Seraphine Group which in any
case is material and adverse in the context of the Seraphine Group
taken as a whole;
(b) no contingent or other liability of any member of the Wider
Seraphine Group having arisen or become apparent or increased other
than in the ordinary course of business which in any case is
material and adverse in the context of the Wider Seraphine Group as
a whole;
(c) (other than as a result of or in connection with the Offer)
no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Seraphine Group is or
may become a party (whether as plaintiff, defendant or otherwise)
having been threatened in writing, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of any member of the Wider Seraphine Group which in any
case is or would reasonably be expected to have a material adverse
effect in the context of the Wider Seraphine Group taken as a
whole;
(d) (other than as a result of or in connection with the Offer)
no enquiry or investigation by, or complaint or reference to, any
Third Party having been threatened, announced, implemented,
instituted by or remaining outstanding against or in respect of any
member by or the Wider Seraphine Group which in any case is
material in the context of the Wider Seraphine Group taken as a
whole; and
(e) no member of the Wider Seraphine Group having conducted its
business in breach of any applicable laws and regulations which in
any case is material in the context of the Seraphine Group taken as
a whole;
2.6 No discovery of certain matters
2.6.1 except as Disclosed, Bidco not having discovered:
(a) that any financial or business or other information
concerning the Wider Seraphine Group disclosed at any time by or on
behalf of any member of the Wider Seraphine Group, whether
publicly, to any member of the Wider Bidco Group or otherwise, is
materially misleading or contains any material misrepresentation of
fact or omits to state a fact necessary to make any information
contained therein not misleading and which was not subsequently
corrected before the date of this Announcement by disclosure either
publicly or otherwise to Bidco, in each case to an extent which is
material in the context of the Wider Seraphine Group taken as a
whole;
(b) that any member of the Wider Seraphine Group is subject to
any liability (actual or contingent) which is material in the
context of the Wider Seraphine Group taken as a whole; or
(c) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider
Seraphine Group and which is material in the context of the Wider
Seraphine Group taken as a whole;
2.7 Anti-corruption and sanctions
2.7.1 except as Disclosed, Bidco not having discovered that:
(a) any past or present member of the Wider Seraphine Group or
any person that performs or has performed services for or on behalf
of any such company is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in
contravention of the UK Bribery Act 2010 or any other applicable
anti-corruption legislation;
(b) any past or present member of the Wider Seraphine Group has
engaged in any activity or business with, or made any investments
in, or made any payments to any government, entity or individual
covered by any of the economic sanctions administered by the United
Nations or the European Union (or any of their respective member
states) or any other governmental or supranational body or
authority in any jurisdiction; and
(c) any asset of any member of the Wider Seraphine Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B - Certain further terms of the Offer
3 Certain further terms of the Offer
3.1 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
3.2 Subject to the requirements of the Panel, Bidco reserves the
right to waive, in whole or in part, all or any of the Conditions
set out in Part A of this Appendix 1.
3.3 The Offer shall lapse unless the Conditions have been
fulfilled or, where permitted, waived, or where appropriate,
determined by Bidco to be or remain satisfied by the earlier of the
Unconditional Date and the Long-Stop Date (subject to the rules of
the Takeover Code and, where applicable, the consent of the Panel).
Bidco shall be under no obligation to waive (if capable of waiver),
to determine to be or remain satisfied or to treat as satisfied any
of the Conditions set out in paragraph 2 of Part A of this Appendix
1 by a date earlier than the latest date specified above for the
fulfilment thereof, notwithstanding that the other Conditions to
the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any such Condition(s) may not be capable of fulfilment.
3.4 If Bidco is required to make a mandatory offer for Seraphine
Shares under Rule 9 of the Takeover Code, Bidco may make such
alterations to the Conditions as are necessary to comply with the
Takeover Code.
3.5 The Offer will not proceed, will lapse or will be withdrawn
if on the Long-Stop Date: (a) sufficient acceptances have not been
received so as to enable the Acceptance Condition to be satisfied;
or (b) where sufficient acceptances have been received so as to
enable the Acceptance Condition to be satisfied, one or more
Conditions relating to an official authorisation or regulatory
clearance has not been satisfied or waived and the Panel consents
to the Offer not proceeding, lapsing or being withdrawn.
3.6 Bidco reserves the right, subject to the prior consent of
the Panel, to implement the Offer by way of a scheme of
arrangement. In such event, the Offer will be implemented on the
same terms, so far as applicable, as those which would apply under
a contractual offer, subject to appropriate amendments to reflect
the change in method of effecting the Offer.
3.7 If the Offer lapses for any reason, the Offer will cease to
be capable of further acceptance, and Bidco and accepting Seraphine
Shareholders will cease to be bound by acceptances of the Offer
delivered on or before the time when the Offer lapses.
3.8 Under Rule 13.5(a) of the Takeover Code, Bidco may not
invoke a Condition so as to cause the Offer not to proceed, to
lapse or to be withdrawn unless the circumstances which give rise
to the right to invoke the Condition are of material significance
to Bidco in the context of the Offer. Bidco may only invoke a
Condition that is subject to Rule 13.5(a) with the consent of the
Panel and any Condition that is subject to Rule 13.5(a) may be
waived by Bidco. The Acceptance Condition is not subject to Rule
13.5(a) of the Takeover Code.
3.9 The Offer will extend to all Seraphine Shares
unconditionally allotted and/or issued on the date on which the
Offer is made, and any further Seraphine Shares unconditionally
allotted and/or issued, and any treasury shares unconditionally
sold or transferred by Bidco, in each case, while the Offer remains
open for acceptance (or such earlier date or dates as Bidco may
decide).
3.10 Seraphine Shares will be acquired by Bidco pursuant to the
Offer fully paid with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, pre-emption rights and
other interests and rights of whatsoever nature and together with
all rights now or hereafter attaching thereto, including the right
to receive and retain in full all dividends and other distributions
(if any) declared, paid or made with a record date on or after the
date of this Announcement.
3.11 Save to the extent provided in this Announcement, Bidco will have the right to reduce the consideration payable to Seraphine Shareholders under the terms of the Offer by the amount of any dividend (or other distribution) payable by Seraphine to Seraphine Shareholders.
3.12 The Offer will be subject to any prohibition or condition
imposed by law, and persons who are not resident in the United
Kingdom should accordingly inform themselves about and observe any
requirements applicable to them.
3.13 In deciding whether or not to accept the Offer in respect
of their Seraphine Shares, Seraphine Shareholders should rely on
the information contained in, and follow the procedures described
in, the Offer Document and (if they hold their Seraphine Shares in
certificated form) the Form of Acceptance which will be posted to
Seraphine Shareholders in due course (other than to any Seraphine
Shareholders with addresses in any Restricted Jurisdiction).
3.14 The Offer will be made on the terms and subject to the
Conditions set out in this Appendix 1 and will be subject to the
further terms and Conditions to be set out in full in the Offer
Document and, in the case of certificated Seraphine Shares, the
Form of Acceptance.
3.15 This Announcement and any rights or liabilities arising
under it or under the Offer will be governed by English law and be
subject to the jurisdiction of the English courts. The Offer will
be made and implemented in accordance with and comply with the
applicable rules and regulations of the FCA, the London Stock
Exchange and the Takeover Code.
3.16 The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within, any Restricted Jurisdiction.
APPIX 2
SOURCES OF FINANCIAL INFORMATION AND BASES OF CALCULATION
USED
In this Announcement, unless otherwise stated or the context
otherwise requires, the bases of calculation and sources of
information are used as described below:
1. Financial information relating to Seraphine has been
extracted or derived (without any adjustment) from the annual
report and accounts of Seraphine for the year ended 3 April
2022.
2. References to the existing issued ordinary share capital of
Seraphine and the existing issued Seraphine Shares are to the
number of Seraphine Shares in issue as at 19 January 2023 (being
the Last Practicable Date), which was 50,902,011 ordinary shares
excluding shares which are held in treasury at that date.
3. The international securities identification number for Seraphine Shares is GB00BNXGTY25.
4. Volume weighted average prices have been derived from Factset.
5. All Closing Prices of Seraphine Shares have been derived from Factset.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders or controllers of Seraphine Shares have
given irrevocable undertakings (Part A) or a letter of intent (Part
B) to accept or procure the acceptance of the Offer:
Part A: Director shareholder irrevocable undertakings
Name Number of Seraphine Percentage of issued
Shares share capital of Seraphine
Sharon Flood 342,706 0.67 per cent.
William Ronald 63,090 0.12 per cent.
Chelsey Oliver 919,614 1.81 per cent.
David Williams 2,699,523 5.30 per cent.
Sarah Highfield 10,169 0.02 per cent.
TOTAL 4,035,102 7.93 per cent.
The undertakings in this Part A shall lapse and cease to have
any effect immediately on the earlier of:
1. the Offer Document not being published within 28 days (or
such longer period as the Panel may agree) of the date of this
Announcement or such later time or date as Bidco and Seraphine may
agree;
2. the lapse or withdrawal of the Offer;
3. the Long-Stop Date; and
4. any event occurring or becoming known to Bidco on or before
despatch of the Offer Document as a result of which the Panel
agrees with Bidco that it need not make the Offer and Bidco
announcing that it will not make the Offer.
Part B: Letters of intent
Bidco has obtained the following non-binding letters of intent
to accept or procure the acceptance of the Offer in respect of the
following Seraphine Shares:
Name Number of Seraphine Percentage of issued
Shares in respect of share capital of Seraphine
which letter of intent
is given
Harwood Capital LLP 3,975,000 7.81 per cent.
Canaccord Genuity Asset 2,487,000 4.89 per cent.
Management
Lombard Odier Asset Management 2,573,882 5.06 per cent.
(Europe) Limited
TOTAL 9,035,882 17.75 per cent.
APPIX 4
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
Acceleration Statement a statement in which Bidco, in accordance
with Rule 31.5 of the Takeover Code, brings
forward the latest date by which all of the
Conditions to the Offer must be satis ed
or waived
Acceptance Condition the Condition as to acceptances set out in
paragraph 1 of Part A of Appendix 1 to this
Announcement
Announcement this announcement of which the Appendices
form part made pursuant to Rule 2.7 of the
Takeover Code
Annual Report the annual report and accounts of Seraphine
for the year ended 3 April 2022
Bidco Purple Bidco Limited, a registered private
limited company incorporated in England and
Wales with registered number 14585841
Bidco Group Bidco, Mayfair or any wholly-owned subsidiary
of Mayfair and, where the context permits,
each of them
Business Day a day (excluding Saturdays, Sundays and public
holidays) on which banks are open for business
in the City of London
certificated a share or other security, title to which
is recorded in the relevant register as being
held in certi cated form
Confidentiality Agreement the confidentiality agreement dated 5 January
2023 between MEP and Seraphine, as summarised
at paragraph 11 of this Announcement
Closing Price the closing middle market price of a Seraphine
Share on a particular trading day as derived
from the Daily Official List of the London
Stock Exchange
Code or Takeover Code the UK City Code on Takeovers and Mergers
Companies Act the UK Companies Act 2006, as amended from
time to time
Conditions the conditions to the O er set out in Appendix
1 of this Announcement, and Condition means
any one of them
Daily Official List the Daily O cial List published by the London
Stock Exchange
Day 60 means the 60th day following the publication
of the O er Document (or any other time and/or
date as the Panel may determine)
Day 61 means the 61st day following the publication
of the O er Document
Dealing Disclosure as de ned in the Takeover Code
Disclosed the information fairly disclosed by, or on
behalf of, Seraphine (i) in the Annual Report;
(ii) in any announcement to a Regulatory
Information Service by, or on behalf of,
Seraphine, prior to this Announcement; and
(iii) by or on behalf of Seraphine to Bidco,
persons acting in concert with it, or their
advisers, in writing and in connection with
the Offer, during the 12 month period prior
to the date of this Announcement
FCA the UK Financial Conduct Authority or its
successor from time to time
Form of Acceptance the form of acceptance relating to the Offer
which, where appropriate, will accompany
the Offer Document
FSMA the Financial Services and Markets Act 2000,
as amended
hard copy form a document, an announcement or any information
will be sent in hard copy form if it is sent
in a paper copy or similar form capable of
being read
Investec Investec Bank plc
IPO initial public offering
Last Practicable Date 19 January 2023, being the last Business
Day prior to the publication of this Announcement
Listing Rules the rules and regulations made by the FCA
under Part VI of FSMA, and contained in the
FCA's publication of the same name (as amended
from time to time)
London Stock Exchange London Stock Exchange plc or its successor
from time to time
Long-Stop Date 18 April 2023 or such later date (if any)
as Bidco may, with the consent of Seraphine
or with the consent of the Panel, specify
Main Market the regulated market of the London Stock
Exchange for officially listed securities
Mayfair funds managed by Mayfair Equity Partners
LLP
MEP Mayfair Equity Partners LLP
Offer the recommended cash o er to be made by Bidco
to acquire the Seraphine Shares subject to
the terms and Conditions described in this
Announcement and the further terms to be
set out in the Offer Document and, in the
case of certi cated Seraphine Shares, the
Form of Acceptance and, where the context
so requires, any revision, variation, extension
or renewal of such o er
Offer Document the formal document setting out the full
terms and conditions of the Offer, to be
posted to Seraphine Shareholders (other than
certain Overseas Shareholders)
Offer Period the o er period (as de ned in the Takeover
Code) relating to the Company that commenced
on 20 January 2023 and ending on the earlier
of the date on which the O er becomes or
is declared unconditional as to acceptances
and/or the date on which the O er lapses
or is withdrawn (or such other date as the
Panel may decide)
Official List the O cial List of the FCA
Opening Position Disclosure an announcement containing details of interests
or short positions in, or rights to subscribe
for, any relevant securities of a party to
the offer if the person concerned has such
a position
Overseas Shareholders Seraphine Shareholders whose registered address
is outside the United Kingdom or who are
citizens or residents of countries other
than the United Kingdom
Panel the UK Panel on Takeovers and Mergers
Regulatory Information the regulatory information service as de
Service ned in the handbook of rules and guidance
made by the FCA
Relationship Agreement the relationship agreement dated 13 July
2021 between MEP, Mayfair, its nominee registered
shareholder and Seraphine which governs the
relationship between the parties in view
of the fact that Mayfair is a controlling
shareholder of Seraphine for the purposes
of the Listing Rules
Relevant securities as de ned in the Takeover Code
Restricted Jurisdiction any jurisdiction where the release, publication
or distribution in whole or in part, in,
into or from or where the extension of the
O er would constitute a violation of the
relevant laws of the jurisdiction, in particular
the United States of America, Australia,
Canada, Japan or the Republic of South Africa
Scheme should the Offer be implemented by means
of a Scheme, a scheme of arrangement under
Part 26 of the Companies Act between Seraphine
and relevant Seraphine Shareholders to implement
the Offer, with or subject to any modification,
addition or condition approved or imposed
by the relevant court and agreed to by Seraphine
and Bidco
Scheme Document should the Offer be implemented by means
of a Scheme, the document to be dispatched
to Seraphine Shareholders and persons with
information rights setting out, among other
things, the details of the Offer, the full
terms and conditions of the Scheme and containing
notices convening the requisite court meeting
and general meeting
Seraphine or the Company Seraphine Group plc, a registered public
company incorporated in England with company
number 13454003
Seraphine Board or Seraphine the board of directors of Seraphine at the
Directors date of this Announcement
Seraphine Group Seraphine and its subsidiary undertakings
(as de ned in the Companies Act) and, where
the context permits, each of them
Seraphine Independent the Seraphine Board, excluding Bertie Aykroyd
Directors
Seraphine LTIP the Seraphine Group plc Long Term Incentive
Plan
Seraphine Share Plan the Seraphine LTIP
Seraphine Shareholders holders of Seraphine Shares
Seraphine Shares ordinary shares of GBP0.01 each in the capital
of Seraphine
Third Party any relevant government or governmental,
quasi- governmental, supranational, statutory,
regulatory, environmental or investigative
body, court, trade, agency, association,
institution, any entity owned or controlled
by any relevant government or state, or any
other body or person whatsoever in any jurisdiction
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
Unconditional Date Day 60 or such earlier date as Bidco may
specify in an Acceleration Statement unless,
where permitted, it has set aside that statement
US or United States the United States of America, its territories
and possessions, any state of the United
States, the District of Columbia and all
other areas subject to its jurisdiction
Wider Bidco Group Mayfair, Bidco and its subsidiary undertakings
(as de ned in the Companies Act) and associated
undertakings and any other body corporate,
partnership, joint venture or person in which
Bidco and such undertakings (aggregating
their interests) have a direct or indirect
interest of 20 per cent. or more of the voting
or equity capital or equivalent
Wider Seraphine Group Seraphine and any of its subsidiaries, subsidiary
undertakings (as de ned in the Companies
Act) and associated undertakings and any
other body corporate, partnership, joint
venture or person in which Seraphine and
such undertakings (aggregating their interests)
have a direct or indirect interest of 20
per cent. or more of the voting or equity
capital or equivalent
1. In this Announcement, unless the contrary is otherwise indicated:
1.1 "parent undertaking", "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given by the
Companies Act and "associated undertaking" has the meaning given by
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (other than
paragraph 19(1)(b) of Schedule 6 to those Regulations which shall
be excluded for this purpose)
1.2 references to "GBP", "pence", "penny", and "p" are to the
lawful currency of the United Kingdom;
1.3 all times referred to are London (UK) time unless otherwise stated;
1.4 references to the singular include the plural and vice versa
and words importing the masculine gender include the feminine or
neutral;
1.5 all references to legislation are to English legislation; and
1.6 any reference to a provision of any legislation shall
include any amendment, modification, re-enactment or extension.
2. References in this Announcement to any English legal term
shall in respect of any jurisdiction other than England or in
respect of any member of the Wider Bidco Group or the Wider
Seraphine Group which is incorporated or operating in a
jurisdiction other than England be deemed to include what most
nearly approximates in that jurisdiction to the English legal
term.
3. All references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
This 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
OFFNKKBQABKKFDB
(END) Dow Jones Newswires
January 20, 2023 02:00 ET (07:00 GMT)
Grafico Azioni Seraphine (LSE:BUMP)
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