TIDMBUMP TIDMTTM TIDMTTM
RNS Number : 9145U
Seraphine Group PLC
31 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
31 March 2023
RECOMMED CASH OFFER
for
SERAPHINE GROUP PLC
by
PURPLE BIDCO LIMITED
(a wholly-owned indirect subsidiary of funds managed by Mayfair
Equity Partners LLP)
Update on Acceptance Levels
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"), to acquire
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 42.61 per cent. of the
voting rights in Seraphine, that were held by Mayfair), which Bidco
announced had become unconditional on 8 March 2023.
The full terms of, and conditions to, the Offer and the
procedures for acceptance were set out in the offer document dated
30 January 2023 (the "Offer Document"). Defined terms used but not
defined in this announcement have the same 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/
.
Acceptance Levels
As at 1.00 p.m. on 30 March 2023, Bidco, Mayfair and
wholly-owned subsidiaries of Mayfair held 21,742,685 Seraphine
Shares, representing approximately 42.61 per cent. of Seraphine's
issued ordinary share capital.
Bidco announces that, as at 1.00 p.m. (London time) on 30 March
2023, Bidco had received valid acceptances of the Offer in respect
of 28,078,864 Seraphine Shares, representing approximately 55.02
per cent. of the issued ordinary share capital of Seraphine, which
Bidco may count towards the satisfaction of the Acceptance
Condition. So far as Bidco is aware, none of these acceptances have
been received from persons acting in concert with Bidco.
Accordingly, Bidco, Mayfair and wholly-owned subsidiaries of
Mayfair either hold, or have received valid acceptances of the
Offer in respect of, a total of 49,821,549 Seraphine Shares,
representing approximately 97.63 per cent. of the issued ordinary
share capital of Seraphine, which Bidco may count towards the
satisfaction of the Acceptance Condition. Bidco, Mayfair and
wholly-owned subsidiaries of Mayfair have therefore also received
valid acceptances of the Offer in respect of approximately 95.87
per cent. in value of the Seraphine Shares to which the Offer
relates and of the voting rights carried by those shares.
These acceptances include those received in respect of 4,035,102
Seraphine Shares (representing approximately 7.91 per cent. of the
existing issued share capital of Seraphine) which were subject to
irrevocable undertakings given by the Independent Directors of
Seraphine. Additionally, acceptances include those received in
respect of 9,035,882 Seraphine Shares (representing approximately
17.71 per cent. of the existing issued share capital of Seraphine)
which were, as set out in the Offer Document, originally subject to
non-binding letters of intent given by Harwood Capital LLP,
Canaccord Genuity Wealth Management and Lombard Odier Asset
Management (Europe) Limited.
The percentages of Seraphine Shares referred to in this
announcement are based on a figure of 51,029,666 Seraphine Shares
in issue as at the date of this announcement.
Compulsory Acquisition
As Bidco has received acceptances under the Offer in respect of
95.87 per cent. (and therefore more than 90 per cent.) in value of
the Seraphine Shares to which the Offer relates and of the voting
rights carried by those shares, and given the Offer is wholly
unconditional, following the Offer closing on 6 April 2023 Bidco
intends to begin the implementation of the compulsory acquisition
procedure to acquire the remaining Seraphine Shares under Chapter 3
of Part 28 of the Companies Act 2006 (the "Act"), as contemplated
by the Offer Document.
Following the Offer closing, Bidco intends to despatch formal
compulsory acquisition notices under Sections 979 and 980 of the
Act (the "Compulsory Acquisition Notices") to Seraphine
Shareholders who have not accepted the Offer. These notices will
set out Bidco's intention to apply the provisions of Section 979 of
the Act to acquire compulsorily any remaining Seraphine Shares in
respect of which the Offer has not been accepted on the same terms
as the Offer.
On the expiry of six weeks from the date of the Compulsory
Acquisition Notices, the Seraphine Shares held by those Seraphine
Shareholders who do not accept the Offer before 1.00 p.m. on 6
April 2023 will be acquired compulsorily by Bidco on the same terms
as the Offer. The consideration to which those Seraphine
Shareholders will be entitled will be held by Seraphine as trustee
on behalf of those Seraphine Shareholders who have not accepted the
Offer.
Notice of Offer closing and Cancellation of Listing
As previously announced, Bidco reconfirms that the Offer will
close for acceptance at 1.00 p.m. on 6 April 2023. Seraphine
Shareholders who have not yet accepted the Offer are therefore
urged to do so as soon as possible so that completed and valid
acceptance forms are received by Link Group by no later than 1.00
p.m. on 6 April 2023 in accordance with the procedure set out
below.
As announced on 8 March 2023, the anticipated date of
cancellation of the listing and admission to trading of the
Seraphine Shares is also expected to be on, or around, 6 April
2023.
Procedure for acceptance of the Offer
Seraphine Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible as follows:
-- Seraphine Shares in certificated form (i.e. not in CREST)
If you hold your Seraphine Shares, or any of them, in
certificated form (that is, shares not held in CREST), to accept
the Offer in respect of those Seraphine Shares, you should complete
and return the Form of Acceptance in accordance with the
instructions printed on it and given in paragraphs 14(a) to 14(e)
of the letter from Bidco in Part II of Offer Document, together
with your share certificate(s) and/or other document(s) of title as
soon as possible, so as to be received by the Receiving Agent at
Link Group, Corporate Actions, 10th Floor, Central Square, 29
Wellington Street, Leeds LS1 4DL by post or (during normal business
hours only) by hand by no later than 1.00 p.m. on 6 April 2023.
-- Seraphine Shares in uncertificated form (i.e. in CREST)
If you hold your Seraphine Shares, or any of them, in
uncertificated form (that is, shares held in CREST), to accept the
Offer in respect of those Seraphine Shares, your acceptance should
be made electronically through CREST by following the procedure set
out in paragraphs 14(f) to 14(i) of the letter from Bidco in Part
II of the Offer Document, so that the TTE instruction settles as
soon as possible and in any event by no later than 1.00 p.m. on 6
April 2023.
Full details of how to accept the Offer in respect of
certificated and uncertificated Shares are set out in the Offer
Document which is available on Seraphine's website at
http://www.seraphinegroupplc.com/offer and in the case of
certificated Shares, the Form of Acceptance, which is available
from Seraphine's receiving agents, Link Group, by telephoning
during business hours on 0371 664 0321 (or if calling from outside
the UK +44 371 664 0321).
Settlement of Consideration
As highlighted in paragraph 15 of Part 2 of the Offer Document,
and in accordance with the Unconditional Date of the Offer,
settlement of the consideration to which any Seraphine Shareholder
is entitled under the Offer will be effected (i) in the case of
acceptances received, complete in all respects, by the date on
which the Offer becomes or is declared unconditional, within 14
days of such date; or (ii) in the case of acceptances of the Offer
received, complete in all respects, after the date on which the
Offer becomes or is declared unconditional but while it remains
open for acceptance, within 14 days of such receipt.
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 http://www.seraphinegroupplc.com/offer by no later than 12 noon
(London time) on 23 March 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.
This information is provided by RNS, the news service of the
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END
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