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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 AMENDED BY THE MARKET ABUSE (AMENDMENT) (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
RECOMMENDED 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 £15.3 million, and represents a premium of approximately:
· 206 per cent. to the Closing Price per Seraphine Share of 9.8 pence on 19 January 2023 (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) Helen Tarbet Simon Compton |
| seraphine@buchanan.uk.com +44 7872 604453 +44 7979 497324 |
Bidco Bertie Aykroyd Daniel Sasaki |
| via The One Nine Three Group
|
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 £5 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 £1.0 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 £1 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 10th 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 £0.01 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.
APPENDIX 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.
APPENDIX 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.
APPENDIX 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 Shares | Percentage of issued 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 Shares in respect of which letter of intent is given | Percentage of issued share capital of Seraphine |
Harwood Capital LLP | 3,975,000 | 7.81 per cent. |
Canaccord Genuity Asset Management | 2,487,000 | 4.89 per cent. |
Lombard Odier Asset Management (Europe) Limited | 2,573,882 | 5.06 per cent. |
TOTAL | 9,035,882 | 17.75 per cent. |
APPENDIX 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 satisfied 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 certificated 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 Offer set out in Appendix 1 of this Announcement, and Condition means any one of them |
Daily Official List | the Daily Official List published by the London Stock Exchange |
Day 60 | means the 60th day following the publication of the Offer Document (or any other time and/or date as the Panel may determine) |
Day 61 | means the 61st day following the publication of the Offer Document |
Dealing Disclosure | as defined 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 offer 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 certificated Seraphine Shares, the Form of Acceptance and, where the context so requires, any revision, variation, extension or renewal of such offer |
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 offer period (as defined 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 Offer becomes or is declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide) |
Official List | the Official 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 Service | the regulatory information service as defined 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 defined 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 Offer 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 Directors | the board of directors of Seraphine at the date of this Announcement |
Seraphine Group | Seraphine and its subsidiary undertakings (as defined in the Companies Act) and, where the context permits, each of them |
Seraphine Independent Directors | the Seraphine Board, excluding Bertie Aykroyd |
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 £0.01 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 defined 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 defined 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 "£", "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.
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