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Watchstone Group PLC (WTG)

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Monday 23 August, 2021

Watchstone Group PLC

Offer Update

RNS Number : 4606J
Watchstone Group PLC
23 August 2021
 

 

Watchstone Group plc

 ("Watchstone" or the "Company" or the "Group")

Response to announcement of level of acceptances and extension of the Offer

The Board of Watchstone Group Plc notes today's announcement by Polygon Global Partners LLP ("Polygon") of the level of acceptances for the mandatory cash offer of 34 pence per Watchstone share for the whole of the issued and to be issued share capital of Watchstone ("the Offer"). It notes that at the end of the announcement, Polygon states the low level of acceptances in respect of 560,550 Watchstone Ordinary Shares (representing 1.21 per cent. of the issued share capital of Watchstone) and that the Offer has been extended until 31 August 2021. This represents an increase of just 86,241 Ordinary Shares since the previous closing date of 6 August 2021.

 

In today's announcement Polygon points out that, as anticipated, the Group's cash balance continues to reduce as it is utilised in pursuing the Group's contingent assets and expended on running costs. However, Polygon has omitted to refer to the £1.8m held in escrow at 13 August 2021 which taken together with cash at the same date (£14.1m) still exceeds the Offer value of £15.7m.

 

In the Response Document dated 23 July 2021, the Board set out in paragraph 4 the "Other factors Shareholders should consider" in assessing the Offer including those mentioned in Polygon's announcement today.

 

The Directors also note Polygon's statement in the Offer Document and associated announcement that it does not intend there to be any effect on Watchstone's broader strategic plans and that it intends to support management in its existing objective of generating value through the maximisation of its remaining assets. As such, whilst there is a risk that cases may be unsuccessful and/or may yield less in return than anticipated, Polygon endorse the current approach taken by management. Shareholders accepting the Offer would not see any benefit from any future successful outcomes or capital returns or other distributions to Shareholders.

 

The Board continues to recommend Shareholders as a whole not to accept the Offer for the reasons set out in its response to Shareholders dated 23 July 2021.

 

Capitalised terms in this announcement generally have the same meanings as the definitions contained in the Response Document dated 23 July 2021.

 

 

For further information:

Watchstone Group plc

[email protected]

Tel: 03333 448048

WH Ireland Limited, Nominated Adviser and broker

 

Chris Hardie

Lydia Zychowska

Tel: 020 7220 1666

Spark Capital Advisers, Rule 3 Adviser

 

Andrew Emmott

Adam Dawes

Tel: 020 3368 3550

 

Each of WH Ireland and SPARK are authorised and regulated in the United Kingdom by the Financial Conduct Authority and are acting exclusively for Watchstone and no one else in connection with the Offer and will not be responsible to anyone other than Watchstone for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this document or any other matters referred to in this document.

In accordance with Rule 26.1 of the Takeover Code , a copy of this announcement will be available (subject to certain restrictions) on the Company's website at www.watchstonegroup.com by no later than 12 noon on 10 August 2021. The content of the Company's website is not incorporated into and does not form part of this announcement.

This announcement is not intended to and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise, acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Dealing and Opening Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure

Availability of hard copies

You may request hard copies of any document published on Watchstone's website in connection with the Offer by contacting Watchstone's registrars, Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds, LS1 4DL(telephone number: 0371 664 0300). You may also request that all future documents, announcements, and information to be sent to you in relation to the Offer should be in hard copy form.


 

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