TIDMBUMP
RNS Number : 3202S
Seraphine Group PLC
08 March 2023
8 March 2023
SERAPHINE GROUP PLC
Cancellation of Listing
Background
On 20 January 2023, the board of directors of Purple Bidco
Limited ("Bidco") and the Seraphine Independent Directors announced
that they had reached agreement on the terms of a recommended cash
offer to be made by Bidco, a wholly-owned indirect subsidiary of
funds managed by Mayfair Equity Partners LLP ("MEP"), for the
entire issued, and to be issued, share capital of Seraphine Group
PLC ("Seraphine" or the "Company") (excluding 21,742,685 Seraphine
Shares, representing approximately 42.71 per cent. of the voting
rights in Seraphine, currently held by Mayfair).
On 30 January 2023, Bidco published an offer document (the
"Offer Document") which sets out the full terms and conditions of
its offer to acquire the entire issued, and to be issued, share
capital of Seraphine (the "Offer").
Defined terms used but not defined in this announcement have the
meanings given to them in the Offer Document. A copy of the Offer
Document is available at Seraphine's website:
https://www.seraphinegroupplc.com/offer/ .
Offer Unconditional
As announced earlier today, Bidco, Mayfair and wholly-owned
subsidiaries of Mayfair either hold, or have received valid
acceptances of the Offer in respect of, a total of 39,700,296
Seraphine Shares, representing approximately 77.99 per cent. of the
issued ordinary share capital of Seraphine, which Bidco may count
towards the satisfaction of the Acceptance Condition.
Furthermore, Bidco notified that it is waiving down the
percentage required to satisfy the Acceptance Condition from not
less than 90 per cent. in value of Seraphine Shares to which the
Offer relates and of the voting rights attached to those shares, to
more than 50 per cent. in value of all Seraphine Shares in issue
and of the voting rights attached to those shares (the "Amended
Acceptance Condition").
As Bidco, Mayfair and wholly-owned subsidiaries of Mayfair
either hold, or have received valid acceptances of the Offer in
respect of, a total of 39,700,296 Seraphine Shares, representing
approximately 77.99 per cent. of the issued ordinary share capital
of Seraphine and of the voting rights attaching to those shares,
the Amended Acceptance Condition has been satisfied and all other
conditions as set out in paragraph 2 of Part A of Appendix I in the
Offer Document have now been satisfied or, where applicable,
waived.
Accordingly, Bidco announced earlier today that the Offer has
now become unconditional.
Proposed Cancellation
As described in paragraph 16 of Part 2 of the Offer Document,
and pursuant to LR 5.2.5 R, it was intended that, after the Offer
became or was declared unconditional in all respects and if Bidco,
Mayfair and wholly-owned subsidiaries of Mayfair had, by virtue of
their shareholdings and acceptances of the Offer, acquired, or
agreed to acquire, issued share capital carrying 75 per cent. or
more of the voting rights of Seraphine (or if the appropriate
special resolution is otherwise passed), and subject to any
applicable requirements of the FCA, Bidco would procure that
Seraphine made applications to cancel the listing of Seraphine
Shares on the FCA's Official List and to cancel trading in
Seraphine Shares on the London Stock Exchange's Main Market.
As Bidco, Mayfair and wholly-owned subsidiaries of Mayfair now
either hold, or have received valid acceptances of the Offer in
respect of 77.99 per cent. of the issued ordinary share capital of
Seraphine, Bidco has confirmed its intention to procure that
applications for the cancellation of the listing of the Seraphine
Shares on the Official List and the cancellation of admission to
trading of the Seraphine Shares on the Main Market are made. In
accordance with the Offer Document and the Listing Rules, Seraphine
announces that the notice period of no less than 20 Business Days
has commenced, with the anticipated date of cancellation now
expected to be on, or around, 6 April 2023.
The cancellation of trading in Seraphine Shares on the Main
Market will significantly reduce the liquidity and marketability of
any Seraphine Shares in respect of which the Offer has not been
accepted at that time. Any remaining Seraphine Shareholders will
become minority shareholders in a majority controlled private
limited company and may therefore be unable to sell their Seraphine
Shares. There can be no certainty that Seraphine will pay any
further dividends or other distributions or that such minority
Seraphine Shareholders will again be offered an opportunity to sell
their Seraphine Shares on terms which are equivalent to or no less
advantageous than those under the Offer.
As soon as possible after the cancellation of Seraphine's
listing on the Official List and admission to trading on the London
Stock Exchange's Main Market, it is intended that Seraphine will be
re-registered as a private limited company.
Enquiries
Seraphine via Buchanan
finnCap (Financial Adviser, Rule 3 Adviser
and Corporate Broker to Seraphine)
Matt Goode / Henrik Persson / Charlie
Beeson /
George Dollemore (Corporate Finance)
Charlotte Sutcliffe (ECM) +44 (0) 20 7220 0500
Buchanan (PR adviser to Seraphine) seraphine@buchanan.uk.com
Helen Tarbet +44 7872 604453
Simon Compton +44 7979 497324
Bidco via The One Nine Three Group
Bertie Aykroyd
Daniel Sasaki
Omar Kanafani
Investec (Financial Adviser to Bidco)
David Anderson +44 20 7597 5970
Harry Hargreaves
William Brinkley
The One Nine Three Group (PR adviser
to MEP)
Charlie Harrison +44 7884 136 143
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Important notices
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for Bidco and no-one else in connection with the Offer
and will not be responsible to anyone other than Bidco for
providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer or any other matters
referred to in this announcement. Neither Investec nor any of its
affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Investec in connection with this announcement, any
statement contained herein or otherwise.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser and corporate broker exclusively for Seraphine and no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Seraphine for
providing the protections afforded to clients of finnCap, nor for
providing advice in relation to any matter referred to herein.
Neither finnCap, nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of finnCap in
connection with this announcement, any statement contained herein
or otherwise.
No offer or solicitation
This announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. This
announcement is not intended to and does not constitute, or form
part of, any offer or invitation or the solicitation of any offer
to sell or purchase any securities or the solicitation of any offer
to otherwise acquire, subscribe for, sell or otherwise dispose of
any security pursuant to the Offer or otherwise. The Offer is made
solely by the Offer Document (together with, in the case of
Seraphine Shares in certificated form, the Form of Acceptance),
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Seraphine
Shareholders should carefully read the Offer Document (and, if they
hold their Seraphine Shares in certificated form, the Form of
Acceptance) in its entirety before making a decision with respect
to the Offer. Any decision in respect of, or other response to, the
Offer should be made only on the basis of the information in the
Offer Document and Form of Acceptance as applicable.
Overseas jurisdictions
The availability of the Offer and the release and/or
distribution of this announcement in or into jurisdictions other
than the United Kingdom may be restricted by the laws and
regulations of those jurisdictions and, therefore, persons who are
not resident in the United Kingdom into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. Seraphine Shareholders who are in any doubt regarding
such matters should consult an appropriate independent financial
adviser in their relevant jurisdiction without delay.
Copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction, and persons
receiving this announcement (including custodians, nominees and
trustees) must not, directly or indirectly, mail or otherwise
distribute or send it in, into or from such Restricted
Jurisdictions as doing so may violate the securities laws of such
jurisdictions and invalidate any purported acceptance of the
Offer.
This announcement has been prepared in compliance with English
law and regulation (including the Takeover Code), and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside England.
This announcement is not an offer of securities for sale in any
jurisdiction (including any Restricted Jurisdiction).
Notice to US shareholders
The Offer relates to the shares of an English company and is
subject to UK procedural and disclosure requirements, which differ
from those of the United States. The Offer is extended into the
United States in reliance on the "Tier I" exemption pursuant to
Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), from the requirements of the Exchange
Act and the rules and regulations promulgated thereunder.
Accordingly, the Offer will be subject to procedural and disclosure
requirements, including with respect to withdrawal rights, notices
of extensions, announcements of results, settlement procedures and
waivers of conditions, which differ in various respects from the
requirements and customary practices followed in US domestic tender
offers.
The financial information included or referred to herein has
been or will be prepared in accordance with accounting standards
applicable in the United Kingdom and, accordingly, may not be
comparable to financial information of US companies or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles ("US GAAP"). US
GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom. None of the financial
information included or referred to herein has been audited in
accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
The Offer is being made to US shareholders on the same terms and
conditions as those made to all other Seraphine Shareholders to
whom the Offer is made. All information documents disseminated by
Bidco regarding the Offer will be disseminated to US Seraphine
shareholders on a basis comparable to the method pursuant to which
those documents are provided to all other Seraphine
Shareholders.
The receipt of cash pursuant to the Offer by a US shareholder as
consideration for the transfer of its Seraphine Shares pursuant to
the Offer will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Seraphine Shareholder is urged to consult its independent
professional adviser immediately regarding the tax consequences of
acceptance of the Offer.
Neither the Offer nor this announcement has been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have such authorities passed upon or
determined the adequacy or accuracy of the information contained in
this announcement or the merits of the Offer. Any representation to
the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement, including any information incorporated by
reference in this announcement, contains certain forward-looking
statements. The forward-looking statements contained herein include
statements about the expected effects of the Offer on Bidco and the
Seraphine Group, strategic options, the expected timing and scope
of the Offer, and all other statements in this announcement other
than historical facts. These statements are based on the current
expectations and are naturally subject to uncertainty and changes
in circumstances. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"budget", "schedule", "forecast", "project", "goal", "believe",
"hope", "aims", "continue", "will", "may", "should", "would",
"could", "subject to", or other words of similar meaning. By their
nature, forward-looking statements involve known and unknown risks
and uncertainties, because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results, outcomes and developments
to differ materially from those expressed in, or implied by, such
forward-looking statements and such statements are, therefore,
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond those making the
forward-looking statements ability to control or estimate
precisely, such as, but not limited to, general business and market
conditions both globally and locally, political, economic and
regulatory forces, industry trends and competition, future exchange
and interest rates, changes in government and regulation including
in relation to health and safety, the environment, labour relations
and tax rates and future business combinations or dispositions.
Although Bidco believes that the expectations reflected in such
forward-looking statements are reasonable, Bidco cannot give any
assurance, representation or guarantee that such expectations will
prove to have been correct and such forward-looking statements
should be construed in light of such factors and you are,
therefore, cautioned not to place reliance on these forward-looking
statements which speak only as at the date of this announcement.
Bidco assumes no obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law or regulation.
No profit forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
or dividends or dividends per share for Seraphine for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividends or
dividends per share for Seraphine.
Publication on website
A copy of this announcement and all other documents,
announcements or information published in relation to the Offer,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, will be made available, free of charge,
at www.seraphinegroupplc.com/offer by no later than 12 noon (London
time) on 31 January 2023. For the avoidance of doubt, the contents
of this website are not incorporated into and do not form part of
this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this document and all information
incorporated by reference to another source in hard copy form by
contacting the Receiving Agent during business hours on 0371 664
0321 (or if calling from outside the UK +44 371 664 0321) or by
submitting a request in writing to the Receiving Agent at Link
Group or by submitting a request in writing to Link Group, 10th
Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls
from within the UK are charged at the standard geographic rate and
will vary by provider. Calls outside the UK will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Offer should be in hard copy form. For persons
who receive a copy of this document in electronic form or via a
website notification, a hard copy of this document will not be sent
unless so requested.
Information relating to Seraphine Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Seraphine Shareholders, persons with
information rights and other persons for the receipt of
communications from Seraphine may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the
Takeover Code.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
MSCNKFBNDBKDPNK
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