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/.

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

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.