REG - Kensington Topco Ltd - Confirmation of Intention to Float

AngiAnnouncement

24/06/2021 08:05

RNS Number : 9199C
  
Kensington Topco Limited
  
24 June 2021
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
 
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa.
 
Neither this announcement nor anything  referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Seraphine Group plc (the "Company", and together with its subsidiaries and subsidiary undertakings the "Group"), a newly incorporated company to be inserted as the ultimate holding company of Kensington Topco Limited ("Kensington") in due course in connection with a possible offer of ordinary shares in the Company (the "Shares") and the possible admission of such Shares to the premium listing segment of the Official List maintained by the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus will, if published, be available for inspection at the Company's registered office and on the Company's website at www.seraphinegroupplc.com, subject to certain access restrictions.  
 
24 June 2021
KENSINGTON TOPCO LIMITED
 
Confirmation of Intention to Float Seraphine Group plc on the London Stock Exchange
 
Following the announcement by Kensington on 17 June 2021 regarding the publication of a Registration Document, the Company today confirms its intention to proceed with an initial public offering (the "IPO" or the "Offer") and confirms certain details of the Offer. The Company intends to apply for admission of its ordinary shares ("Shares") to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (together, "Admission").
 
The final offer price in respect of the Offer (the "Offer Price") will be determined following a book-building process, with Admission currently expected to occur in July 2021.
 
In addition to the Directors listed in our announcement of the 17th June, Sarah Highfield has agreed to become a Non-Executive Director of Seraphine Group plc and will chair the audit committee. Sarah is Chief Operating Officer and Chief Financial Officer of Elvie. Prior to joining Elvie, Sarah was Chief Financial Officer at Costa Coffee, including during the sale to The Coca-Cola Company. She was also Chief Financial Officer of Tesco's Hungary and Slovakia businesses. Sarah brings a strong financial background and significant US and global growth experience. The Board is pleased to welcome Sarah as an NED to the Board.
 
David N Williams, CEO of Seraphine, said:
"We are extremely excited about the prospect of listing and strongly feel that now is the right time for the business to IPO.
 
"The ITF announcement marks the next stage in our journey towards being a publicly listed company. Listing will give us the opportunity to further the Group's reach and continue to grow our presence and product offer in the highly resilient and under-competed maternity and nursing wear market. The opportunities for the business are considerable, with plenty of the global market still to go for."
 
Confirmation of offer details
·    The Company's shares will be admitted to the premium listing segment of the Official List maintained by the FCA and to trading on the main market for listed securities of the London Stock Exchange.
·    The Offer will comprise New Shares to be issued by the Company (expected to raise gross proceeds of approximately £61 million) and Sale Shares expected to be sold by existing shareholders, including the executive directors.
o The Group intends to use approximately £16 million of the gross primary proceeds to repay its existing term loan and to pay costs associated with the Offer
o The remaining gross primary proceeds of approximately £45 million will be used to repay the Group's Loan Notes held by certain of the existing shareholders in the Company.
·    Seraphine is targeting a free float of at least 50% of the Company's issued share capital immediately following Admission and the Company expects that it would be eligible for inclusion in FTSE UK indices post-Admission.
·    In connection with the Offer, each of the Company and its existing shareholders (including the executive directors and those of the non-executive directors who hold interests in Shares) are expected to agree customary lock-up arrangements for a period of one year in the case of the directors and six months in the case of the other existing shareholders, following Admission.
·    Any additional details in relation to the Offer will be disclosed in the Prospectus.
·    The Directors believe that the Offer and Admission will:
o support the Group's growth plans by increasing the Group's public profile and brand awareness, particularly in international markets;
o further improve the ability of the Group to attract and retain high quality talent;
o provide the Company access to a wider range of capital-raising options which may be of use in the future; and
o create a liquid market in the Ordinary Shares for existing and future shareholders.
·    Seraphine has engaged Numis Securities Limited ("Numis") to act as Sponsor and sole Bookrunner for the Offer.
 
Enquiries
 
For further information, please contact:
 




Seraphine
David N Williams, Chief Executive Officer
John Bailey, Finance Director
 


via FTI Consulting




FTI Consulting (PR adviser to Seraphine)
Alex Beagley
Georgina Goodhew
Fern Duncan
Rafaella de Freitas
 


+44 (0)20 3727 1000
Seraphine@fticonsulting.com




Numis Securities Limited (Sponsor and Sole Bookrunner)
Garry Levin
Jamie Loughborough
Jonny Abbott
William Wickham
Tom Jacob
 


+44 (0)20 7260 1205




The One Nine Three Group (PR adviser to Mayfair Equity Partners LLP)
Charlie Harrison


+44 (0)7884 136 143




 
Important legal information
 
The contents of this announcement, which has been prepared by and is the sole responsibility of Kensington Topco Limited, have been approved by Numis Securities Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) ("FSMA").
 
This announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Group may decide not to proceed with the possible IPO and there is, therefore, no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur.
 
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement shall not  form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefore. 
 
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.
 
The Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of the Shares in Australia, Canada, the Republic of South Africa, Japan or elsewhere.
 
This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons. 
 
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group.  Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. 
 
Each of the Company and Numis and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise.
 
Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
 
You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested. This announcement  does not constitute a recommendation to purchase Shares. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of an investment in Shares for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances.
 
Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting exclusively for the Company and no one else in connection with the possible IPO and will not regard any other person as a client in relation to the possible IPO and will not be responsible to any other person for providing the protections afforded to its clients or for advising any such person in relation to the possible IPO or any transaction referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, neither Numis or any of its  affiliates or any of its or its affiliates' directors, partners, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Kensington Topco Limited, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
 
Numis and each of its affiliates, directors, liable partners, officers, employees, advisers or agents each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by Numis or any of its affiliates, directors, partners, officers, employees, advisers or agents accepts as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement.
 
In connection with the Offer, Numis and any of its affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Numis and any of its affiliates acting in such capacity. In addition, Numis and any of its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. Neither Numis nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
 
For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.
 

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