TIDMWTG
RNS Number : 3915K
Watchstone Group PLC
01 September 2021
Watchstone Group plc
("Watchstone" or the "Company" or the "Group")
Response to Final Offer
The Board of Watchstone notes the announcement made by Polygon
Global Partners LLP ("Polygon") on 31 August 2021, increasing the
mandatory cash offer from 34 pence to 38 pence per share for the
whole of the issued and to be issued ordinary share capital of
Watchstone and declaring it to be a final offer ("the Final
Offer").
The Board of Watchstone further notes the low level of
acceptances in respect of 631,902 Ordinary Shares (representing
1.37 per cent. of the issued share capital of Watchstone) and that
the Offer has been extended until 14 September 2021, the final date
for acceptance in the absence of a competing offer.
The Board continues to recommend Shareholders as a whole not to
accept the Final Offer. The Directors, who have been so advised by
SPARK as to the financial terms of the Final Offer, consider that
the Final Offer undervalues Watchstone and its prospects, on the
basis of which they unanimously recommend that Shareholders reject
the Final Offer. SPARK is providing independent financial advice to
the Directors for the purposes of Rule 3 of the Code and, in doing
so, has taken into account the commercial assessments of the
Directors.
Accordingly, the Directors unanimously recommend to Shareholders
that they SHOULD TAKE NO ACTION in relation to the Final Offer and
should NOT SIGN ANY DOCUMENT SENT TO THEM BY POLYGON OR ITS
ADVISERS.
The Board will be writing to Shareholders in due course.
In the meantime, Shareholders are advised to take no action in
respect of the Final Offer.
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 Tel: 03333 448048
investor.relations@watchstonegroup.com
WH Ireland Limited, Financial Adviser Tel: 020 7220 1666
and broker
Chris Hardie
Lydia Zychowska
--------------------
Spark Capital Advisers, Rule 3 Adviser Tel : 020 3368 3550
Andrew Emmott
Adam Dawes
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 1 September 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, 10(th) 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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END
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