SERAPHINE GROUP PLC

M&A Activity • Feb 1, 2023

National Storage Mechanism | Additional information

RNS Number : 6126O

Seraphine Group PLC

01 February 2023

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Seraphine Group PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Seraphine Group PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	31 January 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Ordinary shares:

Person	Role	No. of ordinary shares	Percentage holding
Chelsey Oliver	Creative and Brand Director	919,614	1.80%
David Williams	Chief Executive Officer	2,699,523	5.30%
Sarah Highfield	Non-Executive Director	10,169	0.01%
Sharon Flood and persons closely associated	Non-Executive Chair	342,706	0.67%
William Ronald	Senior Independent Non-Executive Director	63,090	0.12%

Share options:

Person	Role	Option type	Grant date	Normal vesting date	Expiry Date	No. of shares under option*	Exercise price
Chelsey Oliver	Creative and Brand Director	Seraphine LTIP Share Plan	16.07.21	16.07.24	16.07.2031	81,3561	1p1
30.09.22	30.09.25	30.09.2032	787,5002	1p2
David Williams	Chief Executive Officer	Seraphine LTIP Share Plan	16.07.21	16.07.24	16.07.2031	127.1191	1p1
30.09.22	30.09.25	30.09.2032	937,5002	1p2
Lee Williams	Chief Financial Officer	Buy-out award	22.02.22	28.02.23 and 28.02.24 (in equal parts)	21.03.2032	307,750	Nil cost
Seraphine LTIP Share Plan	30.09.22	30.09.25	30.09.2032	900,0002	1p2

*Maximum number of shares under option that could be exercised if all vesting criteria are satisfied

1 The performance conditions require the Company's Adjusted EBITDA pre IFRS 16 (which will be re-expressed as adjusted EPS) for the year ending April 2024 achieving £13 million to £16 million. 25 per cent. of each award will vest at £13 million rising on a straight-line basis to 100 per cent. vesting at £16 million.

2 The performance conditions for the awards have a performance period aligned to the three-year vesting period and apply the following performance targets and related vesting percentages:

Highest consecutive five day average share price in the last three months of the performance period	Percentage of award that vests
Less than £0.50	0%
Between £0.50 and £0.75	Pro-rata 25% to 50%
Between £0.75 and £1.00	Pro-rata 50% to 100%
£1.00 or better	100%

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	1 February 2023
###### Contact name:	Bridget Green
###### Telephone number:	+44 20 4558 4659

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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