REG - Seraphine Group PLC Purple Bidco Limited Mayfair Equity Ptnrs - Offer Update - Offer Closed 6 April 2023

InvestecAnnouncement

06/04/2023 15:15

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RNS Number : 6699V  Seraphine Group PLC  06 April 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

6(th) April 2023

 

RECOMMENDED CASH OFFER

for

SERAPHINE GROUP PLC

by

PURPLE BIDCO LIMITED

(a wholly-owned indirect subsidiary of funds managed by Mayfair Equity
Partners LLP)

Offer Update - Offer Closed 6 April 2023

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/
(https://www.seraphinegroupplc.com/offer/) .

The Offer closed at 1.00 p.m. on 6 April 2023 (the "Closing Date") and
accordingly is no longer open for further acceptances.

Bidco notes that the cancellation of the listing of Seraphine Shares on the
Financial Conduct Authority's Official List and the cancellation of the
trading of Seraphine Shares on the London Stock Exchange's Main Market took
effect earlier today.

Acceptance Levels

As at the date of this announcement, Bidco, Mayfair and wholly-owned
subsidiaries of Mayfair hold 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 6 April 2023, Bidco had
received valid acceptances of the Offer in respect of 28,700,782 Seraphine
Shares, representing approximately 56.24 per cent. of the issued ordinary
share capital of Seraphine, which Bidco was able to 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 50,443,467 Seraphine Shares, representing approximately 97.99 per cent. of
the issued ordinary share capital of Seraphine, which Bidco may count towards
the satisfaction of the Acceptance Condition.

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 not less than
90 per cent.  in value of the Seraphine Shares to which the Offer relates and
not less than 90 per cent. of the voting rights carried by those shares and
given the Offer is wholly unconditional, Bidco will shortly 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.

Bidco will shortly despatch formal compulsory acquisition notices under
Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to
Seraphine Shareholders who have not yet 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 did not
accept the Offer by 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.

Enquiries

 Seraphine                                                                          via Buchanan

 finnCap (Financial Adviser, Rule 3 Adviser and Corporate Broker to Seraphine)      +44 (0) 20 7220 0500

 Matt Goode / Henrik Persson / Charlie Beeson /

 George Dollemore (Corporate Finance)

 Charlotte Sutcliffe (ECM)
 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)                                              +44 20 7597 5970

 David Anderson
 Harry Hargreaves
 William Brinkley
 The One Nine Three Group (PR adviser to MEP)                                       +44 7884 136 143

 Charlie Harrison

 

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.

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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