TIDMBUMP
RNS Number : 4362F
Seraphine Group PLC
16 July 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 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 the prospectus (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk
factors set out therein, published by Seraphine Group plc (the
"Company", and together with its subsidiaries and subsidiary
undertakings the "Group")on 13 July 2021 in connection with the
offer of ordinary shares in the Company (the "Shares") and the
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 the Prospectus published by the
Company is available for inspection at the Company's registered
office and on the Company's website at www.seraphinegroupplc.com,
subject to certain access restrictions.
16 July 2021
Seraphine Group plc
Admission to Trading on the London Stock Exchange
Further to the announcement on 13(th) July 2021 in connection
with its initial public offering, the Company announces that its
entire issued ordinary share capital, consisting of 50,902,011
Shares, has today been admitted to the premium listing segment of
the Official List of the Financial Conduct Authority and to trading
on the London Stock Exchange's Main Market for listed securities
under the ticker "BUMP".
Enquiries
For further information, please contact:
Seraphine Group plc via FTI Consulting
David N Williams, Chief Executive Officer
John Bailey, Finance Director
FTI Consulting (PR adviser to Seraphine) +44 (0)20 3727 1000
Alex Beagley Seraphine@fticonsulting.com
Georgina Goodhew
Fern Duncan
Rafaella de Freitas
Numis Securities Limited (Sponsor and Sole
Bookrunner)
Garry Levin
Jamie Loughborough
Jonny Abbott
William Wickham
Tom Jacob +44 (0)20 7260 1205
Important legal information
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.
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 has been 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 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.
This information is provided by RNS, the news service of the
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END
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